Agreement

This document, referred to as the "Agreement," constitutes a legally binding contract between you, an individual or entity user or an authorized representative of such user (referred to as "you" or "your"), and Carbonstarter, Inc., a company formed under the laws of Saint Lucia or any successor operator of the Site (as defined below). Throughout this Agreement, references to Carbonstarter, Inc. may include any successors or assigns and may be referred to as "CS", "we", "us", or "our". This Agreement governs your use of any website linked to these terms, including but not limited to https://carbonstarter.xyz/ (along with all related subdomains) and any associated mobile applications, if available (collectively referred to as the "Site"), as well as the services provided by us through the Site (referred to as the "Services").

CARBONSTARTER TERMS OF SERVICE

This document, referred to as the "Agreement," constitutes a legally binding contract between you, an individual or entity user or an authorized representative of such user (referred to as "you" or "your"), and Carbonstarter, Inc., a company formed under the laws of Saint Lucia or any successor operator of the Site (as defined below). Throughout this Agreement, references to Carbonstarter, Inc. may include any successors or assigns and may be referred to as "CS," "we," "us," or "our." This Agreement governs your use of any website linked to these terms, including but not limited to https://carbonstarter.xyz/ (along with all related subdomains) and any associated mobile applications, if available (collectively referred to as the "Site"), as well as the services provided by us through the Site (referred to as the "Services").

ACCEPTANCE OF TERMS

By accessing or utilizing the Site or our Services, you acknowledge that you have carefully read, comprehended, and agree to be bound by the terms and conditions outlined in this Agreement. If you do not concur with the terms of this Agreement, you are not permitted to access or utilize the Site or our Services.

ORGANIZATIONAL REPRESENTATION

If you are accessing the Site or using our Services on behalf of a business or corporate entity (referred to as the "Organization"), you hereby confirm and guarantee that you possess the authority to legally bind the Organization. In such a scenario, your acceptance of this Agreement will be considered as the Organization's acceptance, and all mentions of "you" or "your" within this Agreement will pertain to the Organization.

GENERAL TERMS AND CONDITIONS

1. • Description: The Site provides users with general information about our Services and various associated technology platforms. These include: The "Carbonstarter platform," a technology platform enabling you to create and execute simple contracts without the need for costly legal services (further detailed in Section 17). The "Carbonstarter Platform" a technology platform allowing issuers of Tokens (defined below) to directly engage with Token purchasers (further detailed in Section 18). The term "Token" refers to a digital representation of value that serves as a medium of exchange, unit of account, store of value, or similar digital representation of rights or assets. Tokens are not issued or guaranteed by any country or jurisdiction and do not possess legal tender status in any country or jurisdiction. Typically, this category includes blockchain-based assets or rights, such as sovereign cryptocurrency or virtual currency, such as BTC, LTC, and ETH.

1. • No Advice: Carbonstarter, Inc. and its associates, including shareholders, directors, officers, employees, contractors, agents, partners, insurers, and attorneys, do not provide any form of investment, portfolio management, legal, accounting, tax, or other advice. This also encompasses advice on trading techniques, models, algorithms, or any other schemes. The term "Affiliate" refers to a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the first-mentioned person.

1. • Information Submitted to Us and Identity Checks

1. • Definitions:

• AML (Anti-Money Laundering): AML encompasses laws and regulations aimed at preventing money laundering and activities that seek to conceal or disguise the origin, identity, or movement of illicit proceeds, property, funds, currency, or Tokens. This includes the prevention of various unlawful activities such as fraud, tax evasion, embezzlement, insider trading, financial crimes, bribery, cyber theft or hacking, narcotics trafficking, weapons proliferation, terrorism, and violations of Economic Sanctions. AML measures may also require the establishment of internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing.

• Anti-Corruption: Anti-Corruption laws encompass regulations that prohibit corruption, bribery of Government Officials (defined below), kickbacks, inducements, and other forms of commercial corruption or bribery.

• CTF (Counter-Terrorist Financing): CTF refers to measures and regulations aimed at preventing the financing of terrorist activities.

• Economic Sanctions: Economic Sanctions comprise financial sanctions, trade embargoes, export or import controls, anti-boycott measures, and restrictive trade actions imposed, administered, enforced, or penalized by the relevant laws and regulations applicable to you or the Site.

• Government: The term "Government" refers to any national, federal, state, municipal, local, or foreign government entity, including departments, agencies, subdivisions, bureaus, commissions, courts, tribunals, arbitral bodies, or any other governmental, government-appointed, or quasi-governmental authority or component that exercises executive, legislative, juridical, regulatory, or administrative powers, authority, or functions related to a government instrumentality. This also includes parastatal companies or state-owned (majority or greater) or controlled business enterprises.

• Government Approval: Government Approval denotes any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver granted by or with any Government, which is necessary for conducting the business of either party or executing, delivering, and performing the Services or any transaction entered into under this Agreement.

• Government Official: A Government Official is defined as an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any person acting in an official capacity for any of the aforementioned entities, even if such a person is serving temporarily and without compensation.

• Laws: "Laws" refer to all laws, statutes, orders, regulations, rules, treaties, and official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site.

• Person: "Person" encompasses an individual, association, partnership, corporation, company, other corporate body, trust, estate, and any form of organization, group, or entity, whether or not having separate legal personality.

• Prohibited Jurisdiction: The "Prohibited Jurisdiction" is defined as the United States.

• Sanctioned Person: A "Sanctioned Person" refers to any person or Wallet that is (i) specifically listed in any Sanctions List, (ii) directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a Wallet associated with such person or persons, as referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction, or (iii) subject to any Government Approval or otherwise subjected to sanctions, restrictions, or penalties under applicable laws.

• Sanctions List: The "Sanctions List" includes the "Specially Designated Nationals and Blocked Persons List" (the "SDN List") and other non-SDN Lists, as determined in CS's sole and absolute discretion. This may encompass lists such as the "Sectoral Sanctions Identifications List" published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the "Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern" published by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, and any other lists related to foreign terrorist organizations or other entities subjected to sanctions, restrictions, or debarment. These lists are published by the Financial Investigation Authority of the British Virgin Islands, or are enacted under Economic Sanctions, AML, or CTF Laws by Governments of the United States, the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), the Seychelles, and the United Nations.

Wallet: A "Wallet" refers to a software application or other mechanism designed to facilitate the storage, holding, and transfer of Tokens.

5. Compliance

Carbonstarter, Inc. is deeply committed to delivering secure, compliant, and trustworthy Services. We are dedicated to identifying, detecting, preventing, and reporting instances of money laundering, terrorist financing, and other improper activities in accordance with applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws. Consequently, Carbonstarter, Inc. reserves the right, at its sole and absolute discretion, to execute a comprehensive and meticulous user due diligence process alongside continuous analysis and reporting.

By accepting this Agreement, you assertively certify that you are not a "Sanctioned Person," have not faced suspension or blocking by Carbonstarter, Inc. from accessing the Site or utilizing our Services, collectively referred to as a "Prohibited Person," and you are not using our Services for the benefit of a Prohibited Person. You must promptly supply all requested information necessary to fulfill due diligence requirements and obligations, as determined solely and absolutely by Carbonstarter, Inc. This includes the provision of documentation, information, or records requested by Carbonstarter, Inc. at any given time, which may encompass, but is not restricted to, self-certifications concerning tax residence and status under applicable tax Laws. Additionally, Carbonstarter, Inc. may need to retain specific information, documentation, and records in accordance with applicable Laws and contractual agreements. Carbonstarter, Inc. explicitly reserves the right to retain such information, documentation, and records.

Furthermore, Carbonstarter, Inc. may conduct monitoring and assessments of transactions that appear suspicious or subject to sanctions under the purview of applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws. Additionally, Carbonstarter, Inc. undertakes mandatory reporting to relevant international regulators. These responsibilities continue to be in effect even if you decide to suspend or terminate your relationship with Carbonstarter, Inc. It is important to note that our policies extend to all Tokens and other assets or property exchanged on or through the Site, whether by you or your Affiliates.

6. Reservation of Rights

Carbonstarter, Inc. retains the authority to prohibit any transactions on the Site or through the Services, involving any user, for any reason, or even without specifying a reason. This right is exercised at CS's discretion and is subject to any constraints imposed by relevant Laws. Instead of outright denying access to the Services, Carbonstarter, Inc. may, at its sole and absolute discretion, choose to undertake enhanced due diligence procedures. It is important to note that you may be subject to these enhanced due diligence procedures while using the Site and any associated Services. If you decline to provide the requested due diligence information or fail to respond in a timely or substantive manner with the requested documentation or data, Carbonstarter, Inc. retains the absolute discretion to immediately suspend or terminate the provision of Services to you.

7. Accuracy of Information

YOU BEAR SOLE RESPONSIBILITY FOR ENSURING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION AND MATERIALS THAT YOU FURNISH TO US IN CONJUNCTION WITH YOUR USE OF THE SITE OR SERVICES. THIS INCLUDES ALL INFORMATION AND MATERIALS PROVIDED DURING BACKGROUND CHECKS. YOU HEREBY AFFIRM AND WARRANT THAT (I) ALL SUCH INFORMATION AND MATERIALS ARE TRUTHFUL, PRECISE, AND COMPREHENSIVE IN EVERY ASPECT, ADHERE TO ALL RELEVANT LAWS, RULES, AND REGULATIONS, AND DO NOT CONTRAVENE OR INFRINGE UPON ANY THIRD-PARTY RIGHTS, AND (II) YOU WILL PROMPTLY NOTIFY US OF ANY INACCURACIES IN SUCH MATERIALS OR INFORMATION AND TAKE CORRECTIVE ACTION.

8. Acknowledgment

YOU ACKNOWLEDGE THAT, AT OUR SOLE AND ABSOLUTE DISCRETION, WE MAY VERIFY YOUR BACKGROUND AND IDENTITY IN CONNECTION WITH CERTAIN SITE USAGES. YOU HEREBY GRANT US AUTHORIZATION TO CONDUCT INQUIRIES AND INVESTIGATIONS, EITHER DIRECTLY OR THROUGH THIRD PARTIES, AS WE DEEM NECESSARY OR BENEFICIAL TO VERIFY YOUR IDENTITY AND TO TAKE APPROPRIATE ACTIONS BASED ON THE OUTCOMES OF THESE INQUIRIES AND INVESTIGATIONS. YOU FURTHER AUTHORIZE ALL THIRD PARTIES TO WHICH SUCH INQUIRIES OR INVESTIGATIONS MAY BE DIRECTED TO FULLY COOPERATE AND RESPOND TO THESE INQUIRIES OR INVESTIGATIONS. YOU RECOGNIZE AND AGREE THAT, AT OUR SOLE DISCRETION, WE MAY DENY YOU THE PRIVILEGE OF USING THE SITE. CARBONSTARTER, INC. AND ITS ASSOCIATES SHALL NOT BE LIABLE TO YOU FOR ANY LIABILITY OR OTHER LOSSES ARISING FROM ANY INQUIRIES OR INVESTIGATIONS CONDUCTED PURSUANT TO THIS SECTION.

9. Wallets

YOU RECOGNIZE AND CONSENT THAT (i) WE EXERCISE NO CONTROL OVER ANY WALLET UTILIZED IN CONJUNCTION WITH YOUR SITE USAGE, (ii) ALL WALLETS ARE SUPPLIED BY THIRD PARTIES OVER WHICH WE HAVE NO AUTHORITY OR CAPACITY TO REGULATE, AND (iii) ANY DISPUTE ARISING BETWEEN YOU AND ANY THIRD-PARTY WALLET PROVIDER IS STRICTLY A MATTER BETWEEN YOU AND THAT PARTICULAR THIRD-PARTY WALLET PROVIDER.

10. Additional Terms

We may necessitate your acceptance of supplementary terms and/or policies periodically regarding your Site or Services usage ("Additional Terms"). Unless expressly indicated otherwise within these Additional Terms, they are henceforth incorporated into and subject to this Agreement. In the event of any conflict or inconsistency between this Agreement and the Additional Terms, this Agreement will prevail to the extent of such conflict or inconsistency.

Depending on the services you engage with, you may be subject to the supplementary terms outlined in Sections 17 and 18. To the extent that the service-specific terms in Sections 17 and 18 are applicable to your circumstances, as determined at the sole and absolute discretion of CS, and if they are inconsistent with the terms delineated in Sections 1-16 of this Agreement, the terms set forth in Sections 17 and 18 shall take precedence. You hereby assent to the collection, utilization, and disclosure of information in compliance with and bind yourself to the CS Privacy Policy ("Privacy Policy") accessible [here]

11. Changes to this Agreement

You comprehend and concur that CS reserves the right to amend this Agreement at any time without prior notification. At any given moment, you may review a current and effective copy of this Agreement by selecting the pertinent link on the Site. The revised Agreement will come into effect upon posting, and your use of the Site or Services subsequent to such posting will signify your acceptance of the revised Agreement. In the event that any alteration to this Agreement is unacceptable to you, your sole recourse is to discontinue your use of the Site or Services. Notwithstanding the foregoing in this Section 1.6, no revisions to this Agreement will be applicable to any dispute between you and CS that arose before the effective date of such revisions.

12. Consideration

CS currently grants you free access to the Site. In return for enjoying this complimentary access, you acknowledge and consent to the possibility that we may generate revenues, enhance goodwill, or otherwise augment the value of CS through your Site utilization, without you possessing any entitlement to a share in such revenues, goodwill, or value, whatsoever. Nevertheless, we may impose fees for specific Services and other Site usages. In the event that we decide to institute such fees, we will apprise you of these charges prior to your obligation to make any payments.

13. Jurisdictional Matters

CS makes no assertion that the materials on the Site or the Services are suitable, lawful, or accessible for use in any particular location. Individuals who opt to access or employ the Site or Services do so at their own initiative and are accountable for adhering to all pertinent Laws.

14. Eligibility

Your utilization of this Site or the Services is prohibited if you are (i) a natural person below the age of 18, (ii) a Person situated or residing in, or constituted under the Laws of, a Prohibited Jurisdiction, or (iii) a Prohibited Person.

15. Mobile Services

The Site or specific portions thereof may be reachable through mobile phones, tablets, or other wireless devices, collectively referred to as "Mobile Services." Your typical mobile carrier charges for messaging, data, and other services will apply to your usage of Mobile Services. Moreover, your mobile carrier may prohibit or limit the downloading, installation, or utilization of certain Mobile Services, and not all Mobile Services may be compatible with all carriers or devices. Consequently, you bear the sole responsibility to verify with your mobile carrier the availability of Mobile Services for your mobile device(s), any potential usage constraints, and the associated costs. Nonetheless, all utilization of the Site and its related Mobile Services must adhere to the terms of this Agreement. CS and its Associates shall not assume liability for any losses or damages incurred by any party due, in part or in whole, to any Site or Service malfunction in relation to your mobile carrier's services.

16. Registration; Accounts

• Log-In Credentials: Although you are always welcome to explore publicly accessible sections of the Site without registering with us, certain portions of the Site may necessitate registration for an account with us (an "Account") or meeting other criteria, as determined by us at our sole and absolute discretion.

• Account Security: You are responsible for safeguarding your Account and assume full responsibility for all actions conducted through the use of your credentials. If you suspect or are aware of any unauthorized use of your log-in credentials or any other security breach pertaining to your Account, you must promptly notify us at hello@carbonstarter.xyz. We shall not be held liable for any losses or damages arising from unauthorized use of your credentials. Separate log-in credentials may be requisite to access Third-Party Services (defined in Section 7 below).

• Revocation of Access: We reserve the right to disallow, revoke, delete, or reassign specific usernames and other associated information connected with an Account under appropriate circumstances, as determined by us at our sole and absolute discretion. With or without prior notice, we may suspend or terminate your Account if activities occur on your Account that, in our sole and absolute discretion, may or could breach this Agreement, harm or impede the Services or Site, infringe or violate third-party rights, harm or tarnish CS's reputation, or breach applicable Laws. Should emails sent to the provided email address be returned as undeliverable, we may terminate your Account immediately without notifying you and without incurring any liability towards you or any third party.

17. Intellectual Property Rights

• License: Subject to your full and ongoing compliance with this Agreement, CS grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, and worldwide right and license to access and use the Services and Site strictly in accordance with the terms of this Agreement and within the bounds of the functionalities of the Services and Site available to you.

• Content: Unless otherwise specified in this Agreement, the content provided by CS on the Services and Site, including, but not limited to, any text, graphics, software, interactive features, information, or other materials (referred to as the "CS Content"), is safeguarded by copyright or other intellectual property rights and is owned by CS or its licensors. Additionally, CS or its licensors possess all design rights, database and compilation rights, and other intellectual property rights pertaining to the Services and Site, whether registered or unregistered, along with any associated goodwill.

• Marks: The trademarks, service marks, and logos of CS (collectively, the "CS Trademarks") that are utilized and exhibited on the Site are registered and/or unregistered trademarks or service marks owned by CS. Any other product and service names found on any part of the Services and Site may be trademarks or service marks owned by third parties (collectively with the CS Trademarks, the "Trademarks"). Unless otherwise allowed by applicable Laws, you are prohibited from using the Trademarks in a manner that disparages CS or the relevant third party, their products or services, or in any manner that could potentially harm the goodwill associated with the Trademarks (subject to commercially reasonable judgment). You may not use any Trademarks as part of a link to or from any website without obtaining CS's prior written consent. Any goodwill generated from the use of any CS Trademark will exclusively benefit CS.

• Restrictions: CS explicitly retains all rights not expressly granted to you in this Section. Thus, nothing in this Agreement or on the Site shall be construed as conferring upon you, whether implicitly, by estoppel, or otherwise, any additional license rights with respect to the Site, Service, or any CS Content or Trademarks that are situated or presented on or within the Site or Service.

18. Content

• General: Some features on the Site may enable you to submit or upload content to the Site, or you may otherwise provide content to CS, either directly or indirectly. This content, including user profile information or other materials subject to intellectual property or similar laws (collectively referred to as "User Content"), may be submitted by you. For all User Content that you submit, you grant CS and the third parties we collaborate with a worldwide license. This license allows us to use, exploit, host, store, transmit, reproduce, modify, create derivative works (such as those arising from improvements made to your User Content to enhance its compatibility with our Site), publish, publicly perform, display, and distribute the content. However, we will not share User Content that you submit and is not viewable by other users due to privacy settings available on the Site. The rights granted in this Section 18 serve the purpose of operating, promoting, and enhancing our Site and Service, and this license remains in effect even if you discontinue using our Site.

• Disclaimer: We are not obligated to edit or control the User Content that you submit, and we assume no responsibility or liability for User Content. CS reserves the right, however, to screen, remove, edit, or block any User Content, at any time and without prior notice, that, in our sole judgment, violates this Agreement or is otherwise objectionable. This includes, but is not limited to, User Content that CS determines to be or could be interpreted as abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar, or otherwise inappropriate (collectively referred to as "Objectionable Content"). Furthermore, we may, at our sole discretion, take any necessary and appropriate action against any user who submits Objectionable Content, including issuing warnings or suspending or terminating the user's Account.

19. Restrictions on Site Usage

In addition to all other provisions of this Agreement, you agree not to engage in, or attempt to engage in, the following activities:

• Attempt to decipher, decompile, disassemble, or reverse engineer any software or source code that constitutes or forms part of the Site.

• Use any device, software, or routine to disrupt or attempt to disrupt the proper functioning of the Services or Site, or any activities conducted therein.

• Delete or modify any material provided by CS on the Site.

• Frame or link to any of the materials or information accessible on the Site.

• Utilize or exploit any Trademarks or CS Content in a manner not explicitly authorized by this Agreement.

• Access, tamper with, or utilize non-public sections of the Site, CS’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of CS’s service providers.

• Provide false information to CS.

• Create a false identity or impersonate another individual or entity in any manner.

• Hinder, discourage, or inhibit any person from using the Site.

• Use the Site for any unauthorized purpose without the prior express written consent of CS.

• Gain unauthorized access to the Site, other users' Accounts, or other computers or websites connected or linked to the Site or Services.

• Transmit any viruses, worms, spyware, malware, ransomware, or any other computer code, file, or program intended to disable, overload, impair, damage, or hijack the operation of hardware, software, or telecommunications equipment, or any other component of the Site, Services, or connected communications equipment and computers.

• Violate any federal, state, or local laws or the terms outlined in this Agreement.

• Aid or allow any person to engage in any of the activities mentioned above.

20. Compliance with Legal Orders

CS adheres to a policy of complying with all valid subpoenas, court orders, or binding directives issued by law enforcement agencies and other governmental authorities. This compliance may impact your access to your account, your funds, and our services to you. We do not assume responsibility for any losses, whether direct or indirect, that you may incur due to our adherence to applicable laws, regulatory authority guidance or direction, or any legal orders such as writs of attachment, liens, levies, subpoenas, warrants, or similar legal directives.

21. Third-Party Services

CS and its associates may engage with third-party entities, including those offering research analysis or related information regarding the Services, to provide specific data, information, insights, analysis, and articles accessible through the Site and the Services. Additionally, we may offer links to third-party websites or services not owned or controlled by CS (collectively referred to as "Third-Party Services"). You may be subject to additional terms required by providers of Third-Party Services, in addition to this Agreement. CS and its associates do not make representations about, and assume no liability for, any Third-Party Services. We are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within Third-Party Services, the services they offer, or their privacy and security policies and procedures.

22. Providing Feedback

Should you choose to furnish us with input or suggestions related to issues, proposed modifications, or enhancements to the Site or Services ("Feedback"), you grant us a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), worldwide, and royalty-free right to utilize and leverage the Feedback in any manner and for any purpose without imposing any restrictions, requiring credit or attribution, or incurring fees payable to you.

23. Governing Law

This Agreement will be construed and interpreted in accordance with the laws of Saint Lucia, without giving effect to provisions concerning conflicts of laws.

24. Resolution of Disputes

Any dispute or disagreement arising from or relating to this Agreement, including issues concerning its interpretation, breach, termination, or validity, will be resolved through arbitration following the rules of the Saint Lucia Arbitration Act. The language utilized in the arbitration proceedings will be English, and the arbitration's jurisdiction will be in Saint Lucia.

25. Disputes with Third Parties

ANY DISPUTE YOU MAY ENCOUNTER WITH A THIRD PARTY, INCLUDING BUT NOT LIMITED TO OTHER USERS, IN CONNECTION WITH YOUR UTILIZATION OF THE SITE OR SERVICES, ENCOMPASSING SMART AGREEMENTS (AS DEFINED BELOW) OR DISPUTES RELATED TO PROJECTS (AS DEFINED BELOW) OR THE ACQUISITION OF PROJECT TOKENS (AS DEFINED BELOW), FALLS UNDER THE DIRECT RESPONSIBILITY OF YOU AND THE RESPECTIVE THIRD PARTY. CONSEQUENTLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE CS AND ITS ASSOCIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (WHETHER ACTUAL OR CONSEQUENTIAL) OF ANY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY MANNER CONNECTED TO SUCH DISPUTES.

26. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

• CS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE SITE OR ANY CONTENT THEREON OR THE SERVICES. ACCORDINGLY, THE SITE AND ALL CONTENT THEREON AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CS HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

• WITHOUT LIMITING SECTION 10.1, CS MAKES NO WARRANTY THAT THE SITE, SERVICES, OR ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES, OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE, SERVICES, OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN CS WILL NOT BE RESPONSIBLE FOR THOSE COSTS.

• IN NO EVENT WILL CS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE SITE, SERVICE, AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF CS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CS’S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO CS PURSUANT TO THIS AGREEMENT.

• CS SHALL HAVE NO LIABILITY TO YOU IN CONNECTION WITH (i) ANY OUTAGE OR UNAVAILABILITY OF THE SITE OR ANY PROBLEMS YOU MAY HAVE IN PARTICIPATING ON THE SITE OR IN OUR SERVICES, OR (ii) ANY SECURITY BREACH AFFECTING ANY FEATURE, CONTENT, OR SERVICES AVAILABLE ON THE SITE. YOU BEAR ALL RISKS OF USING THE SITE, AND YOU SHOULD ONLY PARTICIPATE TO THE EXTENT YOU ARE WILLING AND ABLE TO LOSE ANY AMOUNTS SPENT AND/OR INVESTED.

• THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SITE OR SERVICES, AND PD MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. CS PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. CS HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SITE OR SERVICES.

• NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CS OR OTHERWISE THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

• CS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE SITE OR IN OUR SERVICES WILL ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS, AND VOLATILITY MEANS THAT PERFORMANCE IN ANY PERIOD MAY BE FAR DIFFERENT FROM THAT OF PREVIOUS PERIODS. YOU MAY LOSE ALL OR PART OF ANY PARTICIPATION ON THE SITE AND THROUGH OUR SERVICES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT CS MAKES NO GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE SITE OR SERVICE.

26.1 Your representations and warranties

On the date of your acceptance or deemed acceptance of this agreement and each day you utilize or access the services, with reference to the fact and circumstances existing at such date, you hereby represent and warrant to CS as follows:

• If you are an individual user, you confirm that you are 18 years of age or older and possess the legal capacity to enter into contracts in accordance with the applicable laws.

• If you are using the Site on behalf of a legal entity, you assert that (i) said legal entity is duly organized and validly existing under the jurisdiction's relevant laws where it was established, and (ii) you hold the proper authorization from the said legal entity to represent it.

• You acknowledge your understanding of the risks associated with utilizing the Site and the Services. You also affirm that you are not prohibited by any applicable laws from using the Site and the Services and that you've had the opportunity to seek professional advice, including legal, accounting, taxation, and other relevant counsel, regarding this Agreement and the Services.

• You commit to not utilizing the Site or any Services with the intention to obscure or falsify the origin or nature of proceeds related to criminal activities or terrorist financing. Additionally, you undertake not to facilitate any violations of applicable AML (Anti-Money Laundering) or CTF (Counter-Terrorist Financing) Laws, or engage in transactions involving unlawful Tokens, property, funds, or proceeds.

• You affirm that you will only engage in transactions on the Site or use any Services with Tokens that you have obtained legally and that belong to you.

• You assure that you are presently in compliance with all applicable laws governing the Services under this Agreement. This includes, but is not limited to, laws related to AML, CTF, Anti-Corruption, Economic Sanctions, or tax regulations. You further agree to continue adhering to these laws at your own cost and expense.

• You provide your consent for tax and information reporting as required by CS under AML, CTF, Anti-Corruption, Economic Sanctions, or tax Laws.

• You pledge that neither you nor any of your Affiliates will utilize Tokens in connection with the Services in a manner that involves (i) acting on behalf of or for the benefit of a Prohibited Person or any individual subject to the jurisdiction of a Prohibited Jurisdiction, (ii) violating or contravening applicable Economic Sanctions Laws, or (iii) in any manner that would lead to a violation, inconsistency with, penalization under, or the omission of filing any report mandated by applicable AML, CTF, or Economic Sanctions Laws.

• You confirm that neither you nor any of your Affiliates is (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person, (ii) engaged in any transaction, transfer, or conduct likely to lead to you or your Affiliates being designated as a Sanctioned Person, (iii) residing or domiciled in, or conducting Token or property transfers to, from, or through any Wallet or other account in, or participating in any transactions on the Site from a Prohibited Jurisdiction.

• You assure that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the provision of anything else of value, including Tokens, to a Government Official or an individual employed by another entity in the private sector, which would contravene any applicable Anti-Corruption Laws.

• You commit to not falsify any registration details or administration information provided to CS or any Project on the Site or Services.

• You pledge not to falsify or significantly omit any information or provide misleading or inaccurate information when requested by CS or any Project during the course of, directly or indirectly related to, or arising from your activities on the Site or the use of any Services. You further agree that if any information provided to CS or a Project becomes incorrect or outdated, including but not limited to information regarding your beneficial ownership, you will promptly provide corrected information to CS.

• You acknowledge and agree that any Wallet you utilize in connection with the Services, except for a Wallet provided on the Site by CS for enabling interaction with the Services, is under your complete control and ownership. CS has no right, title, or interest in the Wallet, except as otherwise indicated in this Agreement.

• You acknowledge and agree that any transactions conducted through your login credentials, from your authorized email address registered with CS, or from a Wallet in connection with the Services are considered valid, binding, and conclusive.

• You undertake to accurately and promptly report all income associated with your activity on the Site in accordance with applicable Laws and remit any required taxes.

• You affirm that (i) you own the User Content you submit or have the necessary rights to grant the license as outlined in this Agreement, (ii) the submission of your User Content and its use as described in this Agreement does not and will not infringe upon the rights of any third party, (iii) the submission of your User Content will not require CS to make any payments or provide attribution to third parties, and (iv) the submission of your User Content will not result in a breach of contract between you and a third party or violate the rights of any other individuals or contravene applicable Laws.

• You agree to promptly inform CS if you become aware or have reason to believe that any of the foregoing representations or warranties are no longer accurate or have become incorrect.

• You affirm your full awareness and acceptance of the risks associated with acquiring, trading, and utilizing Tokens, including but not limited to the following:

• Market prices for Tokens, including Project Tokens, can exhibit high volatility and unpredictability. Speculating on whether the future market price of a Token will rise, fall, or maintain its value is uncertain.

• Token markets may occasionally become "illiquid," characterized by a shortage of willing traders at any given time. Illiquid markets pose a heightened risk of losses due to significant price fluctuations, making it challenging to liquidate positions at favorable prices. There is no guarantee that Token markets will consistently be active and liquid, enabling you to establish or close positions at desired or advantageous prices.

• The legality of holding, trading, buying, or selling Tokens may lack clarity and can vary under the laws of different jurisdictions worldwide. This uncertainty means that the legality of possessing, trading, or exchanging Tokens may not always be evident, and whether Tokens are considered property or assets can differ from one jurisdiction to another. It is your responsibility to understand the legal requirements that apply to you or your property concerning the use of the Services.

• When you transfer Tokens into a Smart Contract (as defined below), they may become commingled with Tokens held by other Site users. This commingling exposes your Tokens to various risks, including potential total loss resulting from security breaches such as cyberattacks, electronic or technological failures that hinder market access and performance, recordkeeping errors, and any insolvency, bankruptcy, or significant financial losses incurred by CS or its Associates.

• You acknowledge and consent that CS may, at its sole discretion, freeze the Smart Contract if it suspects you or another Service user of engaging in suspicious activity or breaching this Agreement.

• You acknowledge and agree that while CS operates and manages the Site, CS is (i) not a party to any Token transactions between you and third parties, including but not limited to the purchase of Project Tokens (as defined below), and (ii) not a party to any SMART Agreements you enter into with other Service users. CS bears no financial responsibility or liability for market participants failing to fulfill their financial obligations. There is always a risk that one or more market participants may default or fail to meet their financial commitments or may be unwilling or unable to adhere to their agreement terms, resulting in financial losses for other market participants.

• You recognize and accept the inherent risk of potential loss, theft, or hacking associated with holding Tokens and/or Wallets.

• You acknowledge and agree that you had the opportunity to seek legal counsel in connection with this Agreement, even if you chose not to do so. Furthermore, you understand that this Agreement will not be interpreted against you or CS as the drafter.

27. Indemnification

To the maximum extent permissible by applicable law, you hereby commit to defending, indemnifying, and holding CS and its Associates harmless from any claims, actions, or demands, including reasonable legal and accounting fees, arising as a result of (i) your breach of this Agreement, (ii) your access to, utilization, or misuse of the CS Content, Trademarks, or any aspect of the Site or Services, or (iii) the provision of any false, inaccurate, or misleading information to CS. CS will promptly notify you of any such claim, lawsuit, or legal proceeding. CS reserves the exclusive right, at its sole discretion, to assume control of the defense of any matter subject to indemnification under this section, at your sole expense, if CS believes that you are unwilling or incapable of safeguarding CS's interests effectively. In such an event, you agree to collaborate and comply with any reasonable requests aimed at assisting CS's defense of the matter, at your sole expense. Nevertheless, nothing contained in this Agreement shall waive any user's legal rights under applicable Laws or any other Laws whose contractual waiver is prohibited.

28. Termination of the Agreement

• 28.1 CS retains the authority, at its sole discretion, to limit, suspend, or terminate this Agreement and your access to the entire Site or specific Content at any time and for any reason, without prior notice or incurring any liability. Furthermore, CS reserves the right to modify, suspend, or discontinue the entire Site or any portion of it at any time, without prior notice or incurring any liability.

• 28.2 The sections pertaining to Site Usage, Limitation of Liability and Warranty, Indemnification, Termination of Agreement, Arbitration, Governing Law, and Miscellaneous will remain in force even after the termination of this Agreement.

29. Electronic Communications Consent

Your use of the Site signifies your agreement to receive specific electronic communications from us, as further outlined in the Privacy Policy.

30.Miscellaneous Provisions

You acknowledge that this Agreement and your use of the Site or Services do not establish any joint venture, partnership, employment, or agency relationship between you and CS.

31. Severability Clause

In the event that any provision of this Agreement is deemed invalid by a court or arbitrator with competent jurisdiction, the invalidity of that provision will not impact the validity of the remaining provisions, which will continue to be fully effective.

32. No Waiver

The failure of CS to enforce any provision of this Agreement shall not be considered a waiver of that provision or any other provision within this Agreement. Waivers, if granted by CS, must be in writing and shall not establish a precedent for future instances.

33. Entire Agreement

This Agreement constitutes the complete agreement between you and CS regarding its subject matter and supersedes all prior or contemporaneous agreements, whether oral or written, between the parties pertaining to this subject matter.

34. Section Headings

Section headings are included for convenience only and carry no legal significance.

35. Assignment

This Agreement shall benefit our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without prior written consent from CS. CS, however, may assign this Agreement, including all rights herein, without restriction.

36. Contact Information

For any inquiries or correspondence, please feel free to contact us via email at hello@carbonstarter.xyz.

Terms of Use Specific to the Carbonstarter Platform

1. Usage of the Carbonstarter Platform: CS manages the Carbonstarter Platform, accessible at www.carbonstarter.xyz and associated subdomains. The Carbonstarter Platform serves as a facilitator for creating, executing, and enforcing contracts between you and other users. It accomplishes this by enabling users to create straightforward contracts known as "SMART Agreements," which include essential contractual terms.

2. To engage in a SMART Agreement, the involved parties (referred to as the "SMART Parties") must transfer the Tokens related to the SMART Agreement's terms (referred to as "Deal Tokens") to a Wallet designated by CS on the Site. This Wallet, chosen at CS's sole discretion, is known as the "Escrow Wallet." The Escrow Wallet securely holds the Deal Tokens in escrow until the services outlined in the SMART Agreement are satisfactorily completed. It's important to note that the Escrow Wallet is pre-programmed, and the release of Deal Tokens can only occur with mutual consent from the SMART Parties. In the event of a dispute between the SMART Parties where they cannot collectively agree on releasing the Deal Tokens, the matter shall be resolved through arbitration as outlined in the Dispute Resolution and Arbitration section within these Terms of Use.

3. You hereby recognize and consent that upon entering into a SMART Agreement with any other user or third party, the provisions outlined in the SMART Agreement will be legally binding and beneficial to the parties involved. This includes their respective heirs, personal representatives, successors, and authorized assigns.

4. Carbonstarter Tokens and Staking. The Carbonstarter Platform seamlessly integrates its native digital currency, known as the ARBS Token, into various functionalities across the platform. The allocation of access levels on the Carbonstarter Platform for ARBS Token holders ("Token Holders") is determined at the sole discretion of CS. Token Holders' access privileges are contingent on the quantity of ARBS Tokens they possess, which will be verified by CS at its sole discretion. Additionally, CS reserves the right to modify, adjust, or eliminate access for any Staking option or discontinue the Staking feature on the Carbonstarter Platform entirely.

5. Dispute Resolution and Arbitration. Any dispute or claim arising between two parties involved in a SMART Agreement (referred to as the "Disputing Parties"), whether it pertains to the SMART Agreement itself, its interpretation, breach, termination, or validity (referred to as the "Arbitration"), will be resolved using the Carbonstarter Platform's arbitration process.

6. Initiation of Arbitration. Arbitration proceedings will commence once one of the Disputing Parties notifies CS through a method provided by CS at its sole discretion on the Site.

7. Selection of Arbitrators. Once arbitration is initiated, CS will randomly select three arbitrators (referred to as the "Arbitrators"), chosen from individuals who hold the Arbitrator Tier, following a method determined solely by CS.

8. Payment of Collateral. As detailed on the Site, the Disputing Parties will be required to send a specific number of ARBS Tokens, determined at CS's sole discretion, to the Arbitrators as collateral (referred to as the "Collateral"). This Collateral will be held in escrow until the conclusion of the Arbitration (referred to as the "Arbitration Tokens").

9. Arbitration Procedure. As outlined on the Site, the Disputing Parties will have the opportunity to present evidence and arguments supporting their respective claims. The Arbitrators will consider this evidence and arguments to render their final decision. Upon a majority decision by the Arbitrators in favor of one of the Disputing Parties, the Arbitration will be deemed concluded.

10. Fees and Return of Collateral. After the Arbitration concludes, (i) the Collateral belonging to the Disputing Parties will be returned to their respective Wallets, minus any fees, as determined at CS's sole discretion, collected by the Arbitrators, and (ii) the Tokens subject to the SMART Agreement will be distributed to the relevant SMART Parties as determined by the Arbitrators.

11. Venue and Language. The Arbitration will be conducted remotely and through the Carbonstarter Platform, with English as the designated language.

12. Final and Binding. The decision rendered by the Arbitrators will be considered final and binding. If a party fails to participate in arbitration, contests the arbitrator's award unsuccessfully, or does not comply with the arbitrator's award, the other party will be entitled to recover the costs incurred, including a reasonable attorney's fee, for compelling arbitration or defending or enforcing the award.

Terms of service specific to the Carbonstarter Platform.

1. Use of the Carbonstarter Platform. CS manages the Carbonstarter Platform, available at www. https://carbonstarter.xyz/ and its affiliated subdomains. This platform offers a technological infrastructure that enables issuers, often referred to as "Projects," to engage in direct transactions with Token purchasers, commonly known as "Project Tokens."

2. If you opt to acquire Project Tokens through the platform, such a purchase may involve several aspects: (i) It could be subject to additional terms agreed upon between you and the Project, outlined in a "Token Purchase Agreement." (ii) You might be required to provide additional user due diligence documents, known as "Additional KYC," beyond the information mentioned in Section 1.3.2, at the Project's discretion. (iii) Your purchase may also be subject to various restrictions and conditions outlined on the platform, such as eligibility criteria and sale limitations, as determined solely by CS. CS will offer technological and administrative support to facilitate this purchase for both you and the Project. It's important to acknowledge and understand that: (A) Your purchase of Project Tokens constitutes a separate agreement exclusively between you and the Project, with CS not being a party to it. (B) CS will not enforce the terms of any Token Sales Agreements, and it remains your responsibility to comply with them.

3. CS has established an integration enabling you to transfer Tokens to a designated Wallet referred to as the "Smart Contract." This Smart Contract serves as the mechanism through which you can acquire one or more Project Tokens from a Project using our Services, a process we term the "Token Sale." To effectively fund the Smart Contract and utilize our Services, it is imperative that you adhere to the following steps: (i) Follow the outlined procedures on our platform to connect your Wallet, known as the "Connected Wallet," to your account. (ii) Conduct transactions exclusively from this Connected Wallet. Please be aware that CS strictly prohibits the addition of Tokens to the Smart Contract through any other methods or using Token Wallets other than the Connected Wallet.

4. To acquire Project Tokens from a Project using the Smart Contract, you'll need to transfer an adequate amount of Tokens to the Smart Contract for the intended purchase. The Carbonstarter Platform will oversee several key processes: (i) Facilitating the transfer of the agreed-upon number and type of Tokens from the Smart Contract to the Project in exchange for the Project Tokens. (ii) Managing the transfer of Project Tokens from the Smart Contract to your Connected Wallet. (iii) Handling other administrative tasks, such as executing the Token Purchase Agreement (if applicable) between you and the Project, and confirming the receipt and delivery of Tokens or Project Tokens, as applicable, by both the Project and yourself.

5. It's important to acknowledge and agree that the Smart Contract will securely hold the Tokens you transfer to it on the chosen blockchain, a decision made at the sole discretion of CS. While the Tokens you transfer will be attributed to your ownership according to CS's records, they may be combined with Tokens from other users of the Site within the Smart Contract.

6. You must acknowledge and accept that you are unable to acquire Project Tokens unless you meet the following criteria: (i) Fulfill the prerequisites outlined in Section 1.3.2 and any Additional KYC requirements. (ii) Execute the Token Purchase Agreement, if applicable, between yourself and the Project. (iii) Transfer an adequate quantity of Tokens, as specified on the Site at the time of purchase, equivalent to the amount you agreed to pay for the Project Tokens. Failure to satisfy any of these conditions (i - iii) may result in your purchase of Project Tokens being subject to CS's discretion, potentially leading to the invalidation of your purchase, with the Project Tokens you intended to acquire being allocated to other purchasers.

7. You hereby consent and acknowledge that Project Tokens are typically allocated on a "first come, first serve" basis.

8. You agree that you take on the responsibility for all potential losses associated with your acquisition of Project Tokens. Furthermore, you acknowledge that you have no entitlement to seek damages, specific performance, or any form of compensation from CS or its Associates in connection with your Project Tokens purchase. In cases where there is a disparity between the data recorded in the Smart Contract or elsewhere on the Site and the information in CS's official records, the records maintained by CS shall be deemed conclusive and binding for all intents and purposes, even if this results in financial losses for you.

9. Transfers: CS retains the right to process and execute any transfers from the Smart Contract. In the process of handling and executing Token transfers from the Smart Contract, CS may find it necessary to share your user information with other contractual parties, which may include financial institutions and third-party entities offering anti-money laundering or know-your-customer services. This sharing of information may also be mandated by applicable laws or demanded in response to lawful requests from governmental authorities. By using the services, you hereby grant irrevocable permission and authority to CS and its Associates to share such information with these contractual third parties as well as in accordance with applicable laws or government requests. Additionally, you release CS from any liability, error, mistake, or negligence related to these actions.

10. Project Submissions: The Site includes content and materials authored by or at the direction or request of a Project, pertaining to a Project Token. This content may be prepared by representatives or designees of the Project and is displayed on the Site as "Project Submissions." CS has not verified these submissions for adequacy, accuracy, or completeness. CS does not assume responsibility for the legality, reliability, accuracy, or appropriateness of such content. Furthermore, the use of this information may be subject to additional terms and restrictions imposed by the Projects through Token Purchase Agreements, if applicable. It is your personal responsibility to verify any information found on our website that you intend to rely upon, whether for making investment decisions or for any other purpose.

Your Feedback and Inquiries

If you have any inquiries or need further information regarding these terms, please do not hesitate to reach out to us at hello@carbonstarter.xyz.