Definitions
“Company” means Just Energy Advanced Solutions LLC dba Terrapass. “Customer” or “you” means the person(s) or company whose order for the Goods is accepted by Company. “Goods” means any goods or services which Company is to supply to you.
All orders are accepted by Company subject to and according to the following terms which override and exclude any other terms stipulated, incorporated or referred to by you during any negotiations or in any course of dealing between Company and you.
Sales
All prices quoted include applicable sales taxes and levies in accordance with the law of Company’s jurisdiction. Customers will have 10 business days to request a refund of any purchases.
If you wish to enter into a transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY CREDIT CARD THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION. By submitting such information, you grant to us the right to provide such information to third parties for purposes of facilitating transactions. Verification of information may be required prior to the acknowledgment or completion of any transaction. By making a transaction, you represent that the applicable products and services will be used only in a lawful manner.
Company will provide reasonable proof of actions for all carbon offset purchases which demonstrate that the promised quantity of carbon emissions have been reduced/sequestered. This proof of actions will be available on terrapass.com and may include certification by a 3rd party.
Subscriptions
When you purchase a subscription every month Terrapass will bill you in the amount stated at the time of purchase using the payment method you specified. Subscriptions begin as soon as you have completed enrollment including payment confirmation. Subscriptions renew automatically each month unless you cancel the subscription. Terrapass may change its pricing but you will be given at least 30 days’ notice prior to the change. You may cancel subscriptions at any time by contacting Terrapass. Terrapass reserves the right to cancel subscription services at any time.
Terrapass tokens
Availability
From time to time, Company may make available Terrapass tokens (“Tokens” or “Terrapass Coins” or “TPSC”) to purchasers of certain of Company’s products or services designated by Company (“Token Products”). A customer is eligible to receive Tokens upon the completion of a purchase of carbon offsets as part of a Token Product. Customers will receive 1 Token for every 1 metric ton of carbon offsets purchased from such Token Products. Refunded purchases or canceled subscriptions will not be eligible to receive Tokens. For Token Products that consist of subscriptions, Company reserves the right to adjust pricing or quantity on any Token subscription plans at any time, with advance customer notification. For the avoidance of doubt, customers will receive Tokens based on their purchase of eligible Token Products, and are not able to purchase Tokens directly.
Requirements
In order to receive Tokens following purchase of a Token Product, customers must:
- Be residents of the United States;
- Be legally able to receive and hold Tokens; and
- Provide Company with an accurate digital asset wallet address that is capable of receiving ERC-20 tokens.
Token distribution schedule
Company will make periodic distributions of Tokens based on the date on which a Token Product occurs, with distributions expected to occur according to the following schedule:
| Token Product Purchase Date |
Estimated Token Distribution Date |
| September 1 to November 30 |
No later than December 31 |
| December 1 to February 28/29 |
No later than March 31 |
| March 1 to May 31 |
No later than June 30 |
| June 1 to August 31 |
No later than September 30 |
Notwithstanding the foregoing, Company may distribute Tokens earlier or later than the above schedule at its sole discretion.
Retirement
Customers may elect to retire Tokens at their discretion by sending Tokens to Company’s Token wallet at the following address: 0xe2f5f6D02FeA8aC47De529a24545e64e33607FA3. Company may also from to time offer to repurchase Tokens for a price to be determined by Company, which will in no event exceed the price of the applicable Token Product purchase for which the Token was received. Customers participating in repurchases will be required to provide certain identifying information to Company as a condition to participating in any repurchases.
Token disclaimers
Company may increase the supply of Tokens or cease to offer Tokens at any time, at its sole discretion. There is no active market for the Tokens. The Company may provide a Token repurchase program. Any repurchase by Company of Tokens will be at a price less than the price of the Token Product for which the Tokens were received. Customers should not purchase Token Products with the expectation that Tokens will increase in value or that a market for the Tokens will develop. Company will not liable for any damages related to Tokens, including in cases where Tokens (or equivalent carbon offsets) are lost due to errors, theft, fraud, or a loss in access to a customer’s wallet. By purchasing a Token Product and providing wallet information to Company, customers certify to Company that they are legally able to receive and hold Tokens and that they understand the risks associated with digital assets and related transactions. Customers should consult with their tax advisor regarding any tax implications of purchasing, trading, or retiring the Tokens.
Further information
For more information on the Tokens, please visit here.
Disclaimer of warranties
THE SITE, THE TOKENS AND ANY SERVICES AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU “AS-IS” AND “AS-AVAILABLE” WITH ALL FAULTS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. COMPANY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE AND ANY SERVICES, THE TOKENS, AND THIRD PARTY MATERIALS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION) ARE MADE ON BEHALF OF BOTH COMPANY AND ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS.
Limitation of liability
EXCEPT AS REQUIRED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS OR EMPLOYEES, OR THEIR RESPECTIVE AFFILIATES, WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THE TERMS OR YOUR ACCESSING, USE OF OR INABILITY TO USE THE SITE, THE TOKENS, SERVICES OR THIRD PARTY MATERIALS, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE, THE TOKENS, OR ANY SERVICES OR THIRD PARTY MATERIALS IS TO CEASE USE OF THIS SITE, THE TOKENS, OR SUCH MATERIALS.
Legal construction / Force majeure / Exports
Company will not be liable to you or be deemed to be in breach of these terms due to any delay in performing or any failure to perform any of Company’s obligations under these terms if the delay or failure was due to any cause beyond Company’s reasonable control (which include, but are not limited to government actions, war, fire, explosion, flood, acts of terrorism, import or export regulations or embargoes, labor disputes or inability to obtain or a delay in obtaining supplies of Goods or labor). Company may at its option delay the performance of or cancel the whole or any part of a purchase. Company reserves the right to modify these terms (including, for the avoidance of doubt, all terms related to the Tokens) at any time upon prior written notice to you.
Governing law
These terms are governed by laws of the State of Delaware, without respect to its conflict of laws principles. The sole jurisdiction and venue for any claim arising from the products, services, Tokens, or these terms shall be the state and federal courts located in New Castle County, Delaware, and each party hereby consents to the exclusive jurisdiction and venue of such courts. These terms constitute the entire agreement between you and Company regarding the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Company relating to such subject matter. Notices to you (including notices of changes to these terms) may be made via posting to the site or by e-mail (including in each case via links), or by regular mail.
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