Terms of Service

Terms and Conditions

Last updated: January 14, 2022

Please read these terms and conditions carefully before using Our Service.

1089 Inc Terms of Service

1089 Inc.

Terms of Service

Please carefully read and review the following Terms of Service (“Terms”) before using 1089 Inc.’s (“1089”, “we”, “us”, “our”) website (“Site”). By using the 1089 website (“Site”) and platform (“Platform”), you (“Customer”, “user” or “you”) agree to be bound by these Terms.

These Terms, as well as the information and materials contained on 1089’s Site, are subject to change from time to time without prior notice. 1089 may periodically modify these Terms, and any such modifications will be effective immediately upon posting. The Terms in effect during a particular use of the Site govern. These Terms govern your access to and use of the 1089’s Site and Platform and use of any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to view, explore, and create Tokens and to transfer and/or remove Tokens on and from the Platform (collectively, the “Services”). Further, specific use of 1089’s Platform will be completed through execution of a separate agreement between you and us, and these Terms nor any other information on the Site constitute an offer for or contract to provide access to the Services.

By accessing the Site and using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms or the Privacy Policy, do not use this Site or Platform.

Violation of any of the Terms will result in the termination of your Account. While 1089 prohibits certain conduct while using the Services, you understand and agree that 1089 cannot be responsible for content created or used by you or other users of the Services. You agree to use the Services at your own risk.

Definitions and Interpretation
1. Definitions. Capitalized terms not otherwise defined in these Terms shall have the meanings assigned to them in Exhibit A (Definitions).
2. Interpretation. When a reference is made in these Terms to a Section or Exhibit, such reference shall be to a Section of, or an Exhibit to, these Terms, unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in these Terms, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “herein,” “hereunder” and words of similar import when used in these Terms shall refer to these Terms as a whole and not to any particular provision of these Terms. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” Words in these Terms describing the singular number shall be deemed to include the plural and vice versa. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. References to “days” are to calendar days unless otherwise indicated; provided, that any action otherwise required to be taken on a day that is not a Business Day shall instead be taken on the next Business Day. Unless otherwise specifically indicated, all references to “dollars” and “$” are to U.S. dollars.
3. Unless expressly provided otherwise in these Terms:
  1. a reference to legislation or a legislative provision is a reference to it as amended, extended, or re-enacted from time to time;
  2. a reference to a document is a reference to that document as modified or replaced from time to time;
  3. where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
  4. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
  5. any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
  6. a reference to writing or written shall include reference to email;
  7. clause, schedule and paragraph headings shall not affect the interpretation of these terms;
  8. a “person” shall be construed as a reference to any person, firm, company, joint venture corporation, government, state or agency of a state or any association, or partnership (whether or not having separate legal personality) of two or more of the foregoing;
  9. a person includes the person’s legal personal representative, successors, assignees or novatees; and
  10. a reference to a company shall include any corporation, body corporate or company, where incorporated and however established.
Eligible Users
1. To use the Platform, you must be at least (18) eighteen years of age or have reached the age of majority in the country in which you are resident. We may restrict features of the Platform at our sole discretion and in accordance with Applicable Laws.
2. You are solely responsible and liable for all activities conducted through your Account. You are fully responsible for maintaining the security of your Account, including maintaining the confidentiality of your passwords and Accounts. You agree to be fully responsible and accountable for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use of your password or Account or other breach of security. We are not liable for any acts or omissions by you, including any damages of any kind incurred as a result of your acts or omissions.
3. By creating an Account, you agree to provide true, accurate, current, and complete information during the Account creation process and keep such information up to date; accept responsibility for all activities that occur under your Account; maintain the confidentiality of your password and private keys associated with your wallet; immediately notify us of any unauthorized use of your Account or any other breach of security; and comply with all applicable laws and regulations governing your use of our Services.
4. You must not share or misuse your access credentials. You agree to notify us immediately of any unauthorized use of your Account, online profiles, website, or any other breach of security. If we believe your Account has been compromised, we may suspend or disable it to protect your information and our Services.
5. You also agree to provide true, accurate, current, and complete data and information to 1089 for the provision of Services and to maintain availability and integration of such data through after the provision of such Services. In the event you determine that data and information previously provided to 1089 is no longer true, accurate, current, or complete, you must immediately provide written notice to 1089.
6. If you are a business using this Platform, you are required to be validly incorporated in the country in which you undertake your business and the person entering into these Terms on your behalf must be an officer or director of your business. This officer or director may designate an Authorized User(s) to use the Platform on behalf of the company.
7. We shall deem an instruction given by your Authorized User as an instruction given by you.
8. Your Authorized User may only use the Platform in accordance with the Terms set out herein.
9. If you use the Platform on behalf of a company or other entity, for purposes of these Terms, “you” includes you and that entity, and you represent and warrant that (a) you are an Authorized User of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
10. By using the Platform, you represent and warrant that: (a) you are not located or ordinarily resident in, or subject to the laws of any jurisdiction that is subject to an embargo or Sanction by a United States Government Authority; (b) you are not under any Sanctions from an agency of the United States Government, the Government of the United Kingdom, any other government or the United Nations; (c) in the event you are a company, that your entity is not owned or controlled whether directly or indirectly by any person that is under Sanctions; and (d) in the event that you are a company, your entity is not located under the laws of any jurisdiction subject to embargoes or Sanctions.
11. We may request that you provide additional information and documents in accordance with the request of any Government Authority or to investigate a breach of these Terms. In our sole discretion, we may disable your Account and block your ability to access the Platform and Services until such additional information and documents are provided and processed by us. If you do not provide complete and accurate information in response to such a request, 1089 may refuse to restore your access to the Platform.
12. Your use of the Platform may be interrupted or disabled from time to time due to maintenance, Platform updates, Platform repair, location restrictions or other actions that we may take in our sole discretion.
Platform Account
1. You may request that 1089 open an Account for you in accordance with the procedures set out by 1089. 1089 may, in its absolute discretion, refuse to open an Account.
2. You must have your own Account on the Platform in order to receive Services or participate in any transaction on the Platform. Your Account on 1089’s Platform will be associated with your linked blockchain address and display the Tokens for that blockchain address.
3. Through your use of your Account on the Platform, you confirm and agree that your use of your Account is in accordance with these Terms.
Services
1. We offer the following Services on the Platform:
  1. Generation, validation, and authentication of Carbon Credits based on data provided to 1089 by Customer by applying a publicly-available methodology (the “Applicable Methodology”);
  2. Tokenization of generated Carbon Credits;
  3. Maintenance of Tokens on 1089 Platform in Customer’s Account following Tokenization;
  4. Transfer of Tokens from Customer’s Account; and
  5. Removal of Tokens from circulation on 1089 Platform.
2. Customer shall provide its data to 1089 for processing through 1089’s Platform. Such data shall be source data, and Customer shall confirm such data is true, complete, and accurate prior to making such data available to 1089 for 1089 to provide Services. Customer acknowledges that its data and information will be used by 1089 to provide the Services and confirms that the data and information has not and will not otherwise be utilized to generate carbon credits.
3. You agree to maintain availability and integration of your data with 1089’s Platform during and after the provision of Services by 1089.
4. Upon receipt of data from the Customer, 1089 will capture the data, perform emission reduction calculations, and generate Carbon Credits based on the calculated avoided emissions and application of the Applicable methodology. Once the Carbon Credits are verified and validated, 1089 will mint a semi-fungible token, which Customer may transact on 1089’s Platform.
5. You acknowledge and agree that 1089 will maintain custody of the Tokens generated as a result of the Services while the Tokens remain on the Platform, and that 1089 does not and will not take title to the Tokens.
6. Customer will take title to the Tokens upon generation and will retain title to the Tokens while the Tokens remain on the 1089 Platform in Customer’s Account. Customer may have the Tokens transferred to a third-party and/or removed from circulation on the Platform.
7. You acknowledge and agree that once a Token is removed from circulation from the 1089 Platform, and you will not be able to retrieve that Token.
8. The use of the Platform is restricted to the Services set out in this Section 4, which may be adjusted or modified over time. The Platform and the Services shall be made available for use solely by the Customer and in accordance with these Terms.
9. We may amend these Terms and the Services at any time, and such amended Terms and Services shall be effective as of the time it is posted on the Site. Your continued use of the Platform and receipt of Services shall be deemed to constitute acceptance of the Terms and Services as varied. If you do not wish to accept the Terms and Services as varied, you must immediately cease using the Platform and the Services.
10. We may conduct maintenance on the Platform from time to time. We shall use reasonable endeavors to ensure that the maintenance does not adversely affect the function of the Platform or Services.
11. Your access and use of the Platform or Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Platform or Services or other actions that 1089, in its sole discretion, may elect to take.
12. We reserve the right in our sole discretion to modify, suspend, or discontinue, temporarily or permanently, the Platform or Service or any features or parts thereof at any time and without liability as a result.
License to Use the Platform
1. 1089 grants you a limited, non-exclusive, non-transferable, non-sublicensable and personal license to use the Platform and to obtain Services solely in accordance with the Terms set out herein.
2. Use of the Platform and receipt of Services is at your own risk. You remain responsible for your use of the Platform and the Services.
3. You agree to provide us with complete, accurate, and up-to-date information to enable effective communication regarding your Account. You must keep this information current at all times.
Disclaimer and Key Risks
1. Each Party acknowledges that in entering into these Terms it does not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
2. By using our Platform, you represent that you are ﬁnancially and technically sophisticated enough to understand the inherent risks associated with using the Platform, and that you have a working knowledge of the usage and intricacies of tokens and Tokenization.
3. You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Platform and receiving Services. If you access or use the Platform outside of the United States, you are solely responsible for ensuring that your access and use of the Platform in such country, territory or jurisdiction does not violate any applicable laws.
4. You acknowledge and agree that the risks related to a Tokenization, include, but are not limited to:
  1. the existence of technical ﬂaws in the technology;
  2. targeting by malicious persons;
  3. mining attacks;
  4. changes in the consensus protocol or algorithms;
  5. decreased community or miner support;
  6. the existence or development of competing networks, platforms and assets;
  7. disputes between stakeholders such as developers, miners and users; and
  8. regulatory action by a Government Authority.
5. You acknowledge and agree that Tokens are not legal tender and may not constitute “property” under the laws of any jurisdiction. Tokens are considered a high-risk asset class. You should exercise caution in relation to your dealing with Tokens. In particular, you agree that the markets for these Tokens may be highly unpredictable, and your participation in such markets may cause you loss.
6. You acknowledge and agree that we may automatically change, update, or add to our Services as stated in these Terms, and that any such changes, updates, or additions will apply to any Agreement or Statement of Work. In providing our Services to you, we make no representations on your behalf to any relevant authority as to the accuracy or validity of the information recorded through our Platform. By accessing the Platform and inputting data, you accept these Terms on behalf of yourself.
Verification
1. We may request your compliance with know-your-customer and anti-money laundering procedures from time to time. In the event you fail to comply with such procedures, this may be considered a breach of these Terms in accordance with Section 8.1.
2. You or your Authorized User may be required to participate in an enhanced veriﬁcation procedure where we may request additional information from you.
3. In providing us with this veriﬁcation information, you conﬁrm that such information is true, accurate and complete. You acknowledge and conﬁrm that you have not withheld any information that has been reasonably requested by us.
4. In the event that changes occur which may affect the accuracy of the information provided by you to us which may cause such information to become false, inaccurate or incomplete, you agree to immediately provide written notice to 1089.
5. You acknowledge that we may keep records of the information provided by you.
Prohibited Use of the Platform
1. A core value of 1089 is the adherence to transparency and openness. However, to protect the Platform and to comply with our legal obligations, we reserve the right to suspend or terminate your use of the Platform and your receipt of Services in the event you have committed a serious breach of these Terms or that you are using the Platform for unlawful activity.
2. You shall not conduct, facilitate, authorize, or permit any text or data mining or web scraping in relation to the Platform, or any Services provided via, or in relation to, the Platform. This includes using (or permitting, authorizing or attempting the use of):
  1. any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to use, obtain, copy, monitor or republish any portion of the Platform, or any data, content, information or Services accessed via the same;
  2. any manual or automated software to scrape or crawl the Platform; or
  3. any automated analytical technique aimed at analyzing text and data in digital form to generate information which includes patterns, trends and correlations.
3. However, Section 8.2 shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract in accordance with Applicable Laws.
4. By continuing to view or make use of this Platform, and any related content and Services, you hereby warrant and represent to us that you are located in a jurisdiction in which such viewing or use of the Platform is permitted.
5. You shall not edit or otherwise modify any material on the Platform in any way that causes or may cause the Platform to be impaired or damaged.
6. You shall not breach any Intellectual Property Rights, including removal of a trademark, copyright, or other intellectual property notices.
7. You shall not use or attempt to use any software, routine or device or attempt to interfere electronically or manually with the operating system of the Platform including making available ﬁles that contain viruses or corrupt data.
8. You agree that you will not, do or attempt to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Platform, use of the Platform, access to the Platform, or content obtained through the Platform.
9. You shall not attempt to or simulate the appearance of function of the Platform.
10. You shall not attempt to take actions that impose large loads on the Platform.
11. You agree that you will not translate, merge, adapt, vary, alter, or modify any part or the whole of the Platform.
12. You agree that you will not disassemble, decompile, reverse engineer or create derivative works on any part or the whole of the Platform except where prior written permission is given by us.
13. You agree that you will comply with any Applicable Laws in your use of the Platform.
14. You agree that you will not use the Platform in an unlawful manner, for any unlawful purpose or in any manner that is contrary to the Terms set out herein.
15. You agree that you will not, do or attempt to transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs.
16. You agree that in your use of the Platform, you will not act fraudulently or maliciously by hacking into or inserting malicious code such as viruses, malware or any other harmful data.
17. You agree that you will not use the Platform in any way that could damage, disable, overburden, impair or compromise our systems, security or interfere with other users.
18. You agree that in your use of the Platform you will not collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers.
19. You agree that you will not do, or attempt to use the Platform or obtain Services in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
Fees
1. You acknowledge and agree that you are responsible for the payment of all Fees in accordance with your use of the Platform and receipt of Services.
2. Subject to payment of fees, we shall provide the Platform and Services to you subject to the Terms set out herein.
3. Before conducting any transaction, you conﬁrm you have obtained details of all fees and costs for which you will be liable.
4. We may change the Fees and the Fee Schedule at any time. Changes to our Fee Schedule are effective as of the effective date shown on the Fee Schedule, and changes will apply prospectively to your use of the Platform and receipt of Services. We will provide you with reasonable prior notice of changes to our Fees and Fee Schedule.
Audit
1. You shall permit us or 1089’s designated auditor to audit your use of the Platform and receipt of Services to establish compliance with these Terms. An audit may be conducted where in our sole discretion it is deemed to be reasonably necessary. The audit will be at our expense and shall be conducted with reasonable prior notice, in such a way as to not reasonably interfere with the normal conduct of your use of the Platform.
Intellectual Property Rights
1. You acknowledge that all Intellectual Property Rights in the Platform and Services provided belong to and shall belong to 1089 and that you shall have no Intellectual Property Rights to the Platform or Services.
2. All content available on the Platform such as text, graphics, logos, trademarks, images, icons, downloads, data, and software are the property of 1089 and is protected by copyright and intellectual property law.
3. Any other use of the Platform not set out in these Terms is prohibited. All other rights, title and interest in the Platform are the exclusive property of 1089.
Taxes
1. It is your responsibility to determine any Taxes arising from your (and your Authorized User’s) use of the Platform and receipt of Services.
2. You are solely responsible for paying any applicable Taxes from the transactions of Tokens that you enter into on the 1089 Platform.
3. We may withhold or add applicable taxes to your transactions to the extent that we are required to do so under Applicable Law.
4. You are recommended to conduct your own due diligence and to speak to your own tax advisors prior to making any decisions on obtaining Services or engaging in transactions on the Platform.
Governing Law and Dispute Resolution
1. Governing Law. These Terms shall be interpreted, construed and governed by the Laws of the State of Delaware and shall be enforced in courts located in [Delaware, United States of America].
2. Dispute Resolution. In connection with any dispute, claim, or controversy arising out of or related to these Terms or any Agreement, or Statement of Work (“Dispute”), the Parties consent and submit to the exclusive jurisdiction of the federal and state courts within Delaware. Each Party waives its right to a jury trial for any Dispute.
Suspension and Termination
1. 1089, in its sole discretion and for any reason or no reason, may suspend, restrict, or terminate your use of the Platform and any Account on the Platform, disable your access to the Platform (or any part thereof), discontinue any related Services, or terminate any license or permission granted to you hereunder, at any time, with or without notice. You agree that 1089 shall not be liable to you or any third-party for any such suspension, restriction, or termination. Without limiting the generality of the foregoing, 1089 may terminate your use of the Platform and any Account on the Platform in cases of actual or suspected fraud, or violations of these Terms or other laws or regulations, and any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies 1089 may have at law or in equity.
2. You acknowledge that this decision to suspend, restrict, or terminate may be based on conﬁdential criteria in relation to our risk management and security protocols. You acknowledge and agree that we have no obligation to provide you with details of our risk management and security protocols.
3. In the event that we lift a suspension, we are under no obligation to enable you to complete a transaction at the same price or in accordance with the same Terms as applicable at your time of suspension.
4. We may limit the functionality of the Platform or your use of the Platform during a suspension period.
5. We may terminate your use of the Platform in the event:
  1. you breach of any term or condition of these Terms or you fail to perform any obligation or responsibilities hereunder;
  2. you are the subject of any voluntary or involuntary bankruptcy, insolvency application, resolution, petition, proceeding, receivership, or similar action;
  3. there is a liquidation of your business;
  4. there is a material change in the regulatory status of your business, or your business has been notiﬁed that it is the subject of an investigation or enforcement action by a regulator or by law enforcement in any jurisdiction;
  5. an encumbrancer takes possession, or a receiver is appointed over your assets;
  6. a petition is presented or an order is made or a resolution passed or any analogous proceedings or action is taken for the appointment of an examiner, administrator, administrative receiver, receiver, trustee, or any similar ofﬁcer over your assets; or
  7. you commit any fraudulent act or any criminal activity in your use of the Platform.
Warranties
1. The Platform is provided on an “as-is” basis. We make no further warranties in relation to availability of the Platform or the Services.
2. We do not give any warranty that the use of the Platform, receipt of Services or any of the materials on the Platform will be uninterrupted or error free.
3. All use of the Platform and receipt of Services contained therein is at your own risk.
4. Any materials, estimates or information on the Platform are made available by us for informational purposes only and may be changed by us without notice to you.
5. You are required to make your own assessment as to the accuracy and reliability of the information provided on the Platform. You are recommended to obtain your own ﬁnancial, legal, regulatory and tax advice prior to making any transaction.
Rights and Remedies
1. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted but that shall not affect the validity and enforceability of the rest of these Terms.
2. If any provision or part-provision of these Terms is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Assignment
1. You shall not, without our prior written consent assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, otherwise encumber or deal in any other manner with any of your rights or obligations under these Terms.
2. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Terms.
Notices
1. Any notice required to be given under these Terms by you shall be in writing and shall be sent by email to corp@1089inc.com or by ﬁrst-class mail to 16192 Coastal Highway, Lewes, Delaware 19958.
2. A notice transmitted by email shall be deemed to have been received at the time of the transmission. A notice by ﬁrst-class post shall be deemed to have been received on the next Business Day after sending.
3. We may provide any notice to you under these Terms using commercially reasonable means, including using public communication channels. For the avoidance of doubt, “public communication channels” includes the Platform and 1089 social media accounts. Notices provided by using public communication channels will be effective upon posting.
Partnership or Agency
1. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Confidentiality and Data Protection
1. If you are provided with a user identiﬁcation code, password, or any other piece of information as part of our security procedures, you must treat such information as conﬁdential. You must not disclose such security related information to any third party except in accordance with these Terms. If you know or suspect that anyone other than you is aware of or knows your security related information, you must promptly notify us by email in accordance with Section 19.
2. If you receive information from another user of the Platform through the Services, you must keep that information conﬁdential and only use it in connection with the Services. You may not disclose or distribute another user’s information to a third party or use the information except as reasonably necessary to enact a transaction on the Platform and other functions in relation to support, trading, reconciliation, and accounting unless you have been provided with the user’s express consent to do so. You may not send unsolicited communications to other users of the Platform.
3. Each Party shall keep the other Party’s Conﬁdential Information secret and conﬁdential and shall not:
  1. use such Conﬁdential Information except for the purpose of exercising or performing its rights and obligations in connection with these Terms;
  2. disclose such Conﬁdential Information in whole or in part to any third party, except as expressly permitted by this Section;
  3. a Party may disclose the other Party’s Conﬁdential Information to those of its representatives who need to know such Conﬁdential Information, provided that: (1) it informs such representatives of the conﬁdential nature of the Conﬁdential Information before disclosure; (2) it procures that its representatives shall, in relation to any Conﬁdential Information disclosed to them, comply with the obligations set out in this Section as if they were a party to these Terms; and (3) at all times, it is liable for the failure of any representatives to comply with the obligations set out in this Section.
4. A Party may disclose Conﬁdential Information to the extent such Conﬁdential Information is required to be disclosed by law, by any Government Authority or other regulatory authority including any relevant securities exchanges or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
5. Each Party reserves all rights in its Conﬁdential Information. No rights or obligations in respect of a party's Conﬁdential Information other than those expressly stated in this Section are granted to the other party, or to be implied in these Terms. Except as expressly stated in these Terms, no party makes any express or implied warranty or representation concerning its Conﬁdential Information.
6. The provisions of this Section shall continue to apply after termination of these Terms for a period of two (2) years.
7. “Confidential Information” means any information, data, reports, analyses, compilations, studies, interpretations, forecasts, records and other materials, whether oral, written or in any other form, concerning 1089, Customer, or any of their Affiliates or Representatives, that one Party or its Representatives (the “Disclosing Party”) provides to the other Party or its Representatives (the “Receiving Party”) in connection with obtaining or providing Services and any discussions or negotiations between the Parties and their representatives with respect to the Services. Notwithstanding the foregoing, “Confidential Information” does not include information that: (A) is already known to the Receiving Party prior to disclosure by the Disclosing Party; (B) is or becomes known to the Receiving Party on a non-confidential basis from a source that, to the Receiving Party’s knowledge, is not prohibited from disclosing such information to the Receiving Party by a contractual, legal or fiduciary obligation owed to the Disclosing Party; (C) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information or (D) is aggregated, anonymized, and cannot otherwise be tied back to a Disclosing Party. The Receiving Party will hold in strict confidence all Confidential Information of the Disclosing Party and will not disclose any Confidential Information of the Disclosing Person to any Person other than (x) the Receiving Party’s employees, officers, directors, contractors, advisors, representatives or agents, in each case who have a need to know such information to exercise the Receiving Party’s rights or perform its obligations and who are subject to confidentiality obligations at least as restrictive as those contained in this Section 9.1, or (y) with the Disclosing Party’s prior written consent. In the event the Receiving Party is required to disclose any Confidential Information of the Disclosing Party by applicable Law, the Receiving Party shall provide prompt written notice thereof to the Disclosing Party (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other appropriate remedy. In the event that the Disclosing Party is unable to obtain a protective order or other such remedy, the Receiving Party shall furnish only that portion of the Confidential Information of the Disclosing Party that, in the opinion of its counsel, is legally required to be disclosed, and shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information.
8. A Receiving Party may use and disclose Confidential Information where required to do so in litigation, administrative, regulatory or other legal proceedings or otherwise by applicable Laws, but only after, to the extent permitted by applicable Laws, notice to the providing Party and affording the providing Party an opportunity to seek a protective order or other relief to prevent or limit disclosure of the Confidential Information. In such event, the Receiving Party shall reasonably cooperate, at the providing Party’s sole expense, in connection with the providing Party’s efforts to obtain such protective order or other relief. Further, each Party shall use all reasonable efforts to maintain the confidentiality of the Confidential Information in any litigation or administrative or regulatory proceeding or in any other instance where disclosure is required by applicable Laws, and shall promptly notify the providing Party of any attempt by a third party to obtain the Confidential Information through legal process or otherwise.
9. You shall own all rights, title, and interest in your data and in the data you provide to the Platform in connection with the Services and shall have sole responsibility for the legality, reliability, integrity, accuracy and qualify of all your data.
Indemnity
1. You shall defend, indemnify and hold harmless 1089, its parent, subsidiaries, Afﬁliates, employees, service providers, respective ofﬁcers, directors, agents and representatives against all claims, proceedings, losses, damages, expenses and costs (including legal fees and court fees) arising out of or in connection with your use of the Platform and transactions occurring on the Platform, including, but not limited to the following: (i) your use or misuse of the Service; (ii) your breach or other violation of these Terms including any representations, warranties and covenants herein; (iii) your violation of the rights of any other person or entity, including, but not limited to claims that any content infringes or violates any third party intellectual property rights.
2. You agree to indemnify 1089, its Afﬁliates, service providers, employees, ofﬁcers, directors, agents, joint ventures and representatives for any costs (including legal fees, ﬁnes, penalties) that have arisen in connection with any claims, demands, losses or damages pursuant to your use of the Platform or arising out of or related to a breach by you of these Terms or your violation of any Applicable Laws.
Liability
1. Should you incur a dispute with other user(s) of the Platform, you agree that neither 1089, its Afﬁliates, service providers, employees, ofﬁcers, directors, agents, joint venturers and representatives shall be liable for any claims, demands, losses or damages of any kind arising out of the dispute.
2. 1089 shall not be liable for the following:
  1. Any over- or under-issuance of Carbon Credits resulting from inaccurate or incomplete data provided by Customer to 1089 for 1089 to provide Services;
  2. Any Carbon Credits that are later invalidated or reversed due to inaccurate or incomplete data provided by Customer to 1089, discovery of errors, double-counting, or unforeseen events or circumstances;
  3. Any loss or damages arising directly or indirectly from the information provided to 1089 for processing, validation, authentication, generation of carbon credits, and/or Tokenization;
  4. Any loss or damages arising from Customer’s error or negligence;
  5. Any loss of proﬁts, sales, business or revenue;
  6. Any loss of business, loss of business opportunity, depletion of goodwill and/or similar losses;
  7. Any loss of hardware or software;
  8. Any loss or waste of overheads, management, staff time, anticipated savings;
  9. Any loss of anticipated trading proﬁts or any actual or hypothetical trading losses, whether direct or indirect;
  10. Any business interruption;
  11. Any loss of anticipated savings;
  12. Any loss or corruption of data or information;
  13. Any pure economic loss;
  14. For any special, indirect, incidental, consequential, or punitive loss, costs, damages, charges or expenses however arising in connection with the Customer’s use of the Platform or receipt of Services under these terms, the use or access of or inability to use or access the Platform or any content, or plans made for information acquired through the Services, including without limitation, any fees or costs associated with cancelled, interrupted, or delayed plans, any fees or costs resulting from misinformation or failures in communication, any accidents or unexpected events otherwise, whether based in tort, contract, or other legal theory; or
  15. Any delay in providing the Platform or Services or loss resulting from any such delay resulting from Force Majeure.
3. 1089’s total aggregate liability to you for any individual claim or connected claims for losses, costs, liabilities, expenses or damages which you may suffer from or in connection with, a breach by 1089 of these Terms shall be limited to the Fees collected by 1089 from your use of the Platform.
4. These Terms set out the full extent of the Parties’ obligations and liabilities as between each other arising out of or in connection with these Terms and the Platform, and there are no conditions, warranties, representations, or terms, express or implied, that are binding on the parties except as speciﬁcally stated in these Terms. Any condition, warranty, representation, or other term which might otherwise be implied into or incorporated in these Terms, whether by statute, common law or otherwise, is hereby expressly excluded.
5. In no event shall 1089 be liable to you for any losses, claims, expenses or damages arising out of or relating to your use of, or statements regarding, the Tokens. 1089 makes no guarantee that, by purchasing the Tokens or using the Platform or Services, you or any other Party will be in compliance with any Applicable Laws, including those relating to mandatory or voluntary GHG emission reduction programs, climate commitments, carbon neutrality or any other environmental, social and governance commitment of any kind, and under no circumstances shall 1089 or any other party have any liability to you with respect to the foregoing.
Miscellaneous
1. These Terms apply to the Platform and provision of Services by 1089. They supersede all previous communications, representations, understandings and agreements, either oral or written, between you and 1089 with respect to the Platform and Services.
2. In the event any of the provisions of these Terms are held unenforceable or invalid by a court of competent jurisdiction, such provisions shall be deemed severed, and the remaining provisions thereof shall remain in full force and effect. The failure of 1089 to enforce, in any one or more instances, any of the provisions herein shall not be construed as a waiver of the prior or future performance of any such terms or conditions.
3. You agree that no joint venture, partnership, employment, or agency relationship exists between you and 1089 as a result of these Terms or use of the Services.
4. The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by 1089 without restriction, including by operation of law, merger, or sale of all or substantially all of the assets to which this agreement pertains. Any assignment attempted to be made in violation of these Terms shall be void. The headings and captions in these Terms are used for convenience only and are not to be considered in interpreting these Terms.

Exhibit A

Definitions

“1089”, “we”, “us”, and “our” refer to 1089 Inc.

“Account” means an account on the Platform in which Tokens may be held and from which Tokens may be transferred.

“Affiliate” means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Applicable Law” means any international and/or federal, state, national, regional, local and domestic laws, common laws and custom, administrative laws, regulations, rules, zoning laws, orders, interpretations, permits, standards, judgments, decrees, injunctions, writs and orders of any court, governmental body or arbitrator (including relating to any aspect of Article 6) that apply to these Terms, and/or a party.

“Applicable Standard” means the rules, requirements and all associated documentation used for the quantitative assessment of the net amount of carbon dioxide removed for a specific type of activity.

“Article 6” means Article 6 of the Paris Agreement as supplemented by Decision 2/CMA.3 and Decision 3/CMA.3.

“Authorized User(s)” means the individual that uses the Platform on behalf of the Customer.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.

“Carbon Credit” means all right, title, and interest in, all legal and beneficial rights arising from an Emission Reduction that is measured, verified, and issued in accordance with the Applicable Standard and represents one (1) metric tonne of carbon dioxide equivalent but does not include (a) any financial incentives or tax credits for the carbon reduction or removal actions from Governmental Authorities or otherwise made available pursuant to Applicable Law, (b) any tax or border carbon tax avoidance or other similar benefits available to Customer or its Affiliates under Applicable Laws that are tax laws or trade measures, or (c) any tariffs or avoided tariffs.

“Confidential Information” shall have the meaning set forth in Section 21.7.

“Customer” means you, the individual or the entity entering into these Terms with 1089 for the use of the Platform.

“Deliver” or “Delivery” means the transfer of Tokens from one Account to another.

“Emission Reduction(s)” means the removal, limitation, reduction, avoidance, sequestration, or mitigation of emissions of GHGs measured in tCO2eq from the atmosphere which are capable of

being represented in a form of unit of measure.

“Fees” means the fees and charges payable by the Customer to 1089 for the use of the Platform and receipt of Services.

“Force Majeure” means an event or circumstance that materially adversely affects the ability of a Party to perform its obligations under these Terms or any Agreement or Statement of Work which event or circumstance (a) was not reasonably anticipated or foreseeable, (b) is not attributable to fault or negligence on the part of that Party, (c) is caused by factors beyond that Party’s reasonable control, and (d) for which, despite the exercise of due diligence and all commercially reasonable precautions and measures to prevent, avoid, mitigate or overcome such event or circumstance, the affected Party has been unable to prevent, avoid, mitigate or overcome such event or circumstance. Force Majeure does not include (i) changing economic, market or industry conditions, (ii) the failure to enter into or perform commercial agreements with third parties (including the failure to obtain financing) or (iii) the failure to obtain Governmental Approvals.

“GHG” means any of the following gases: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs); or sulphur hexafluoride (SF6).

“Governmental Approvals” means any permits, consistency determinations, certifications, licenses, approvals, consents, registrations, privileges, franchises, memberships, certificates, entitlements, grants, leases and other authorizations issued by Governmental Authorities.

“Governmental Authority” means any international, federal, regional, state, provincial, local, municipal, governmental, administrative, judicial, or government-owned body, commission, authority, tribunal, court, agency or entity making decisions with the force of Law.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights.

“Law” means all legally binding statutes, laws, ordinances, rules, regulations, orders, judgments, decrees, injunctions and writs of any Governmental Authority that apply to the Project, CRUs or any one or both of the Parties, or the terms hereof, including common law principles. For the avoidance of doubt, Laws includes the Foreign Corrupt Practices Act of 1977, as amended, along with any similar or analogous law.

“Liability” means any liability arising under, out of or solely in connection with these Terms or any Agreement or Statement of Work, in or under contract, tort (including negligence), breach of statutory duty, misrepresentation, indemnity, restitution or otherwise.

“Platform” is the platform that 1089 maintains to provide the Services.

“Minting” refers to the blockchain process of using third-party data to create Tokens on the Platform.

“Services” means any services that 1089 provides on the Platform to the Customer in accordance with these Terms, which shall include the use of the Platform and the services identified in Section 4.

“Site” means the 1089 website at 1089inc.com.

“tCO2eq” means tonne of carbon dioxide equivalent.

“Token” is a token that is minted following review of third-party data that represents one verified Carbon Credit.

“Tokenization” means the process of minting a Token to represent an underlying voluntary Carbon Credit.

Terms of Service

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