Terms of Use

Effective Date: September 25, 2025

You can find our previous terms as of January 15, 2025 here.

You can find our previous terms as of November 1, 2023 here.

You can find our previous terms as of April 21, 2021 here.

These terms of use (“Terms of Use”) constitute a legal agreement between you and each of Validere Technologies, Inc. and Validere Technologies, Ltd. (“we”, “us”, “our” or “Validere”).  The Terms of Use govern your access to and use of Validere’s web and mobile applications, portals, platforms, websites, content, products, software and services, including, without limitation, Carbon Hub and Ledger and any other products which Validere may offer from time to time  (individually and collectively, the “Platform”). By accessing and utilizing any of the Platform, you hereby agree that you: (i) have read,  understand and agree to be bound by these Terms of Use; and (ii) agree and acknowledge that these Terms of Use govern your use of the Platform from within any country in the world. If you do not agree to these Terms of Use, you may not access or use the Platform.  Where you access the Platform for and on behalf of an entity having an enterprise-level subscription to use the Platform (an “Organization”), by accessing and utilizing any of the Platform on behalf of the Organization, you represent and warrant that you have the authority to bind the Organization to the provisions of these Terms of Use, including without limitation, the provisions of Section 9 below.

“Supplemental Terms” may apply to certain portions of the Platform, such as an Organization’s enterprise-level subscription, service agreements, purchase orders or order forms between Validere and the Organization, Validere’s privacy policies and/or Validere’s Data Processing Agreement.  In the event of a conflict between these Terms and Use and any Supplemental Terms, the Supplemental Terms shall govern in respect of that conflict.

The Platform may be made available or accessed in connection with third-party web or software services or include third-party generated content that Validere does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party portions of the Platform. 

Open Access Platform: For portions of the Platform which do not require the creation of a login account, you may accept these Terms of Use by clicking a box or by otherwise affirmatively indicating your acceptance and, subsequently, by continuing to access and use the Platform. These Terms of Use expressly supersede prior agreements or arrangements with you and Validere regarding the provision or use of the Open Access portions of the Platform.  

Enterprise Subscription Login Access Only: For portions of the Platform which may only be accessed by the creation of a personal user “Account” as part of an Organization’s enterprise-level subscription, your ability to create an Account will require you to be a named permitted user by the Organization, and you will be required to agree to these Terms of Use and to provide certain personal information, such as your name, address, email and phone numbers.  You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date account information may result in your inability to access or use the Platform.  You may also lose access to the Platform if the Organization removes you from the list of permitted users.  As a condition to your eligibility to obtain an Account, you hereby represent and warrant  that you are at least 18 years of age. Access to the Platform is strictly prohibited to any individuals under the age of 18 years of age, and Validere does not knowingly provide access to the Platform or collect or solicit personal information from individuals under age 18.

You agree to only access the Platform solely in a commercial or employment context for your Organization, and not in an individual or household context, and solely on behalf of the Organization that employs you or on whose behalf you are performing services. You are responsible for maintaining the confidentiality of your Account login credentials and for all access to and use of the Platform through such login credentials (whether or not authorized by you).  You may not assign or otherwise transfer your Account to any other person or entity.  Validere is not responsible for any claims of loss or damages resulting from the unauthorized access to your Account, except where directly caused by Validere’s negligence or willful misconduct.

You agree to comply with all applicable laws when accessing or using the Platform, and you may only access or use the Platform for lawful purposes and in accordance with these Terms of Use. You will not, in your use of the Platform, cause nuisance, harassment, annoyance, inconvenience, personal injury, or property damage to any party, including Validere, its affiliates or any of their employees, agents or contractors.

You acknowledge and agree that Validere may collect usage data when you access and use the Platform, such as your browser or device type and information about how you navigate and interact with the Platform. Our service providers may use this information to generate usage reports and analytics that help us manage, evaluate, analyze, troubleshoot, and improve the Platform. You acknowledge and agree that we may associate such usage data with your Validere Account and/or your Organization to help better understand usage patterns and improve the Platform and services we generally provide to our customers.

We may also use third-party analytics services to obtain aggregated statistical information about the Platform's usage to help us improve our services, performance, and user experiences.

The Platform and all accompanying materials are copyrighted and therefore protected by federal and international laws. Title to and all rights and interests in the Platform, wherever resident and on whatever media, are and shall remain the property of Validere. You expressly acknowledge and agree that the Platform constitutes a valuable proprietary product and trade secret of Validere, embodying substantial creative efforts, which requires protection against unauthorized use and disclosure. You expressly agree to protect the valuable proprietary Platform against unauthorized use and disclosure by taking all reasonable steps necessary to do so.  You may not use any of the marks, logos, domains and/or trademarks that you may find on or in connection with the Platform unless you have our written permission. All rights not expressly granted herein are reserved.

Subject to your compliance with these Terms of Use and any additional restrictions set forth in any Supplemental Terms, Validere grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to: (i) access and use of the Platform on your or your Organization’s personal devices; and (ii) access and use the content, information and related materials that may be made available through the Platform, in each case solely in a commercial or employment context, and not in an individual or household context, and solely on behalf of you or your Organization’s use and purposes. Any rights not expressly granted herein are reserved by Validere and Validere’s licensors.

You may not: (i) remove any copyright, trade mark or other proprietary notices from any portion of the Platform; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform except as expressly permitted by Validere; (iii) decompile, reverse engineer or disassemble the Platform; (iv) link to, mirror or frame any portion of the Platform; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Platform or unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the Platform or its related systems or networks.

Validere does not control any third-party websites, and is therefore not responsible for the content of any linked website or any link contained in a linked website referred to on the Platform, including those websites linked in any User Content (defined below). Linked websites are not part of the Platform. The inclusion of any link on the Platform does not imply Validere’s endorsement, investigation or verification by Validere of the linked website or information contained therein and Validere does not make any representations regarding the privacy practices, security, content or accuracy of materials on such third-party sites.

If you choose to provide suggestions, comments or other feedback to Validere with respect to the Platform (collectively, “Feedback”), you hereby grant to Validere a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.

ALL PORTIONS OF THE PLATFORM ARE PROVIDED ON A STRICTLY “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. VALIDERE, ITS AFFILIATES AND LICENSORS GIVE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE USE OF THE PLATFORM (INCLUDING WITHOUT LIMITATION THE FUNCTIONALITY THEREON) OR ANY CONTENT CONTAINED ON THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO UNINTERRUPTED OR ERROR FREE OPERATION, QUALITY, ACCURACY, TIMELINESS OR CORRECTNESS WITH RESPECT TO ANY CONTENT CONTAINED ON THE PLATFORM (WHETHER GENERATED BY VALIDERE OR BY ANY THIRD PARTIES), RELIABILITY, COMPLETENESS, SUITABILITY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS ARE HEREBY DISCLAIMED.

YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM, AND ANY PLATFORM OR ANY CONTENT RECEIVED BY YOU THROUGH THE USE OF THE PLATFORM, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. VALIDERE DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD PARTY SERVICE PROVIDERS OR USER CONTENT GENERATORS, INCLUDING WITHOUT LIMITATION, ANY USERS WHO SUBMIT INFORMATION ON THE LEDGER PLATFORM, AND ASSUMES NO LIABILITY FOR THE ACTS OR OMISSIONS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, FRAUD, WILFUL MISCONDUCT OR NEGLIGENCE CAUSED BY ANY THIRD PARTY. VALIDERE DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY THIRD PARTY USER CONTENT AVAILABLE ON OR LINKED TO BY THE PLATFORM. VALIDERE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VALIDERE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOSS OF BUSINESS OPPORTUNITIES, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY OF YOUR OR YOUR ORGANIZATION’S USE OF THE PLATFORM, EVEN IF VALIDERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VALIDERE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM. VALIDERE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND VALIDERE’S REASONABLE CONTROL. 

OPEN ACCESS PLATFORM LIMITATION OF LIABILITY: FOR PORTIONS OF THE PLATFORM WHICH DO NOT REQUIRE THE CREATION OF A LOGIN ACCOUNT, IN NO EVENT SHALL VALIDERE’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE PLATFORM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100).

ENTERPRISE SUBSCRIPTION LIMITATION OF LIABILITY: FOR ORGANIZATIONS WITH AN ENTERPRISE-LEVEL SUBSCRIPTION TO USE THE PLATFORM, VALIDERE’S AGGREGATE LIABILITY FOR ANY DAMAGES SUFFERED BY THE ORGANIZATION UNDER ANY THEORY OR BASIS, INCLUDING VIOLATION OF WARRANTY, SHALL BE LIMITED TO THE AMOUNTS PAID EITHER DIRECTLY OR INDIRECTLY TO VALIDERE BY YOU OR THE ORGANIZATION UNDER THE AGREEMENT, PURCHASE ORDER OR ORDER FORM FOR THE SUBSCRIPTION IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT CAUSED SUCH ALLEGED DAMAGE.

THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS OF USE DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER UNDER APPLICABLE LAW.

Validere may, in Validere’s sole discretion, permit you, your Organization, and other third parties from time to time to submit, upload, publish or otherwise make available to Validere through the Platform textual, data, audio, and/or visual content (including photographs, commentary and feedback among Users about the same), third party website links, and information related to the Platform, initiation of support requests, and submission of other content or ideas (“User Content”). Any User Content provided by you remains your property, or where you are not the owner of the User Content, Validere does not purport to have any ownership interest in such third-party-owned User Content. However, by providing User Content to Validere, you grant Validere and its affiliates a worldwide, perpetual, irrevocable, transferable license for no fee, with the right to sublicense, use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner User Content in a de-identified and aggregated form as to not identify you, your Organization or the applicable third party, in all formats and distribution channels now known or hereafter devised (including in connection with the Platform and Validere’s business and on third-party sites and Platform), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you submit to the Platform, or you have all rights, licenses, third-party consents and releases necessary to grant Validere and its affiliates the license to the User Content as set forth above; (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Validere’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity, confidentiality or privacy, or result in the violation of any applicable law or regulation; and (iii) the User Content is not defamatory, libellous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Validere in its sole discretion, whether or not such material may be protected by law.  Upon Validere’s request, you agree to provide Validere evidence of third-party consent and releases you obtained related to your User Content.  Validere may, but is not obligated to, review, monitor, or remove User Content, at Validere’s sole discretion and at any time and for any reason, without notice to you.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS VALIDERE FOR ANY LOSS, DAMAGES, CLAIMS, COSTS AND EXPENSES (INCLUDING ON A SOLICITOR-CLIENT BASIS) RELATED TO THIRD-PARTY CLAIMS OR LAW ENFORCEMENT PROCEEDINGS REGARDING THE USER CONTENT YOU OR YOUR ORGANIZATION SUBMIT OR UPLOAD TO THE PLATFORM, INCLUDING WITHOUT LIMITATION: i) CLAIMS REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, RELEVANCE, AND TIMELINESS OF SUCH INFORMATION; ii) CLAIMS ARISING FROM ALLEGED BREACHES OF APPLICABLE PRIVACY LAWS; (iii) CLAIMS REGARDING THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (iv) CLAIMS REGARDING INVASION OF PRIVACY, HARASSMENT, DEFAMATION, LIBEL, FRAUD, OR THE INFLICTION OF EMOTIONAL DISTRESS; OR (V) CLAIMS ARISING FROM ANY OF YOUR BREACHES OR VIOLATIONS OF THESE TERMS OF USE.

You acknowledge and agree that we may terminate your access to, and use of, the Platform (a) if you breach (or we reasonably believe you have breached) these Terms of Use or any Supplemental Terms; (b) if required by applicable law; (c) if your Organization advises that you are no longer an authorized user for its enterprise-level subscription; or (d) if we discontinue the provision of the Platform to our users generally. You acknowledge and agree that we will not be liable to you or any third party for any costs or damages of any kind for, or resulting from, any termination of your access to the Platform.

Early Termination of Subscription for Convenience: Where your Organization has entered into a subscription to the Platform for a fixed term, your Organization may early terminate the subscription for convenience upon 30 days’ prior written notice to Validere, provided that your Organization shall nonetheless remain responsible to pay for the full amount of the subscription fees for the remainder of the fixed term, and your Organization shall not be entitled to any pro-ration or refund for any prepaid, unused portion of the term when the Platform is not used.

Subscription Automatic Renewal: Unless otherwise prohibited by applicable law, upon the expiry of the subscription’s fixed term, the subscription shall automatically renew for successive one (1) year renewal terms on the same terms and conditions, subject to any applicable Platform Fee adjustments as set forth below, unless the Organization or Validere provide the other with written notice of its election not to renew the term at least thirty (30) days prior to the commencement of the next renewal term.

Subscription Platform Fee Increases: 

1. Notice of Platform Fee Increase. Validere reserves the right to change the Platform Fee for any contract year after the subscription’s fixed term or renewal term, provided that Validere shall have given written notice to your Organization not less than forty-five (45) days prior to the next renewal date of the Term.
2. CPI Adjustment. Notwithstanding any provision to the contrary, Validere reserves the right, without prior notice or consent required, to increase the Platform Fees effective for any contract year after  the subscription’s fixed term or renewal term by an amount equal to the greater of 7% or the increase, if any, in the CPI (as defined below) in effect for the month of the calendar year immediately preceding the month in which such subsequent contract year commences over the CPI in effect for such same month in effect for the calendar year immediately prior (the foregoing referred to as the “CPI Increase”). The CPI Increase shall not be deemed to be an increase in the Platform Access Fee as described in subsection (a) above. The term “CPI” shall mean the Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items (1984=100) published by the United States Department of Labor, Bureau of Labor Statistics, or such other reference data published from time to time for the same data category.

1. Entire Agreement. These Terms of Use constitute the entire agreement between you and Validere with respect to the subject matter hereof.
   
   
2. Governing Law. Unless otherwise prohibited by applicable law, these Terms of Use shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding their rules governing conflicts of laws. You hereby expressly and irrevocably agree to attorn to the exclusive jurisdiction of the courts of competent jurisdiction sitting in Toronto, Ontario, or in such other jurisdiction as Validere may determine in its sole and unfettered discretion for the adjudication and enforcement of any matter arising under the Terms of Use or your or your Organization’s use of the Platform.
   
   
3. Severability. To the extent any provision of these Terms of Use, including without limitation any disclaimers set forth herein, are deemed to be unenforceable as a matter of law, all remaining provisions of these Terms of Use shall remain in effect as written.
   
   
4. No Waiver. Validere shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by an authorized representative of Validere. No delay or omission on the part of Validere in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies.
   
   
5. Modifications. Validere reserves the right to make any changes to the Platform, its content and/or services offered through the Platform at any time and without notice. Validere may modify these Terms of Use (in whole or in part) at any time in accordance with applicable law.
   
   
6. Assignment. You may not assign or transfer these Terms of Use in whole or in part without Validere’s prior written approval. You give your approval to Validere for it to assign or transfer these Terms of Use in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Validere’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you or Validere as a result of the contract between you and Validere or use of the Platform
   
7. Notices. Validere may give notice by means of a general notice on the Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Validere by written communication to support@validere.com