Introduction

These terms and conditions (the "Terms") govern your use of Ora Technology PLC's ("Ora") website and app (collectively, the "Platform"). By accessing or using the Platform, you agree to be bound by these Terms.

Definitions

• "Carbon credits" means units representing the investment value of carbon credits that have been certified as representing reductions in greenhouse gas emissions, expressed in tonnes of carbon dioxide equivalent (tCO2e).
• "Platform" means Ora's website and app.
• "User" means any person who uses the Platform.

Use of the Platform

The Platform is intended for use by businesses and individuals who wish to buy or sell carbon credits. Users must create an account on the Platform in order to buy or sell carbon credits. To use the Platform, you must be at least 18 years old and have the legal capacity to enter into a binding agreement. By using the Platform, you represent and warrant that you meet these eligibility requirements.

User Account

To use the Platform, you must register for an account. You agree to provide accurate and complete information during the registration process and to update your information promptly if it changes.

You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to notify us immediately if you suspect any unauthorised use of your account or any other security breach.

Buying and selling carbon credits

The Platform allows users to buy and sell carbon credits ("Credits") in accordance with applicable laws and regulations. You acknowledge that trading Credits involves risks, and that the value of Credits can fluctuate based on various factors, including market conditions and regulatory changes.

You agree to use the Platform only for lawful purposes and to comply with all applicable laws and regulations. You acknowledge that we may, in our sole discretion, limit or prohibit your use of the Platform if we suspect that you are engaging in unlawful activities or violating these Terms.

Fees

Ora may charge fees for the use of the Platform or any related services. You agree to pay all fees and charges associated with your use of the Platform in accordance with our pricing schedule. Ora reserves the right to change our pricing schedule at any time without prior notice.

Intellectual property rights

The Platform is owned and operated by Ora. The Platform and all content and materials included in the Platform, including without limitation text, graphics, logos, images, software, and other intellectual property, are owned or licensed by Ora and are protected by copyright, trademark, and other intellectual property laws.

You may not use, copy, reproduce, distribute, or modify any content or materials included in the App without our express written consent.

Disclaimer of Warranties

The Platform is provided "as is" and without warranties of any kind, either express or implied. We disclaim all warranties, including without limitation, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

In no event shall we be liable to you for any indirect, consequential, incidental, special, or punitive damages, including without limitation, lost profits, lost revenues, or business interruption, arising out of your use of the app, even if we have been advised of the possibility of such damages.

Our liability to you for any claims arising out of or related to the app shall not exceed the total amount paid by you to us during the six months prior to the date of the claim.

Indemnification

You agree to indemnify and hold us harmless from and against any and all claims, damages, liabilities, and expenses, including without limitation solicitors' fees, arising out of your use of the Platform or any breach of these Terms.

Termination

Ora may terminate your access to the Platform at any time for any reason, including but not limited to, if you violate these Terms. You may also terminate your account at any time by contacting us.

Fraud

Any attempt to defraud Ora or any other user of the Platform will be a breach of these Terms and may result in legal action.

Privacy

Ora respects the privacy of its users and will only collect and use personal information in accordance with its privacy policy.

Security

Ora takes the security of its users' personal information seriously and has implemented appropriate security measures to protect it from unauthorised access, use, disclosure, alteration, or destruction.

Disclosure

Ora may disclose personal information to third parties if required to do so by law or in the good faith belief that such disclosure is necessary to:

• Comply with the law or comply with a valid legal process served on Ora
• Protect the rights, property, or safety of Ora Technology PLC, its users, or others
• Investigate or respond to a claim of suspected fraud, security or technical issue
• Enforce these Terms
• To a buyer or seller of your carbon credits in connection with a transaction on the Platform

Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of England and Wales. You agree to submit to the exclusive jurisdiction of the courts in that jurisdiction for any dispute arising out of or related to these Terms or your use of the Platform.

Changes to the Terms

Ora may make changes to the Platform at any time. These changes may include, but are not limited to, changes to the features and functionality of the Platform, changes to the fees charged by Ora, and changes to these Terms.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver

The waiver of any provision of these Terms will not be effective unless in writing and signed by Ora.

Entire agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations, whether written or oral.

Contact us

If you have any questions about these Terms, please contact us at legal@oracarbon.com or write to us at 72 Charlotte Street, London, England, W1T 4QQ.

Ora Technology PLC, Updated 16/6/23