Legal

TERMS AND CONDITIONS

I. CONDITIONS OF USE

Welcome to the Aircarbon website (the “Website”), operated and maintained on behalf of Newlight Technologies, Inc. (“Newlight,” “we” or“us”).  Newlight operates worldwide as a corporation organized under the laws of the State of Delaware (USA).  By accessing or using the website, you indicate that you have read and understand this Terms of Use Agreement (the “Agreement”)and agree to be bound by it.  You must accept the terms of the Agreement in order to use the Website.  If you do not understand or have questions about the Agreement, immediately stop all use of the Website and contact info@aircarbon.com. This Agreement may periodically change without notice, so you should check the Agreement before every attempt to use the website. When the Agreement is changed, the date of the latest revision will appear at the top of this page.

A.  User Conduct

You agree that you will not use the website for any illegal purpose. In addition, you agree that:

1. You will not harvest, collect or otherwise use contact information made available on the website for the purpose of sending unsolicited improper communications, including without limitation, unsolicited bulk email (collectively, spam) and that you will not use any Newlight communications facility to deliver or attempt to deliver spam

2.You will not attempt to gain unauthorized access to the website or the servers and network associated with the website

3. You will not circumvent or attempt to circumvent any security or access control technology implemented on the website, or the servers and network associated with the website

4.You will not use the website in any manner designed to degrade the performance or functioning of the website, including, without limitation, launching Denial-of-Service (DoS) attacks against the website

B.  Copyright

Newlight claims a copyright in its works presented at this website. Newlight authorizes you to view, copy, download and print Newlight documents on this website, subject to the following conditions:

• The documents may be used solely for personal, noncommercial, and informational purposes
• The documents may not be modified

The following copyright notice and permission notice must appear in each document: "© Copyright 2024 Newlight Technologies, Inc. All rights reserved. Newlight documents available from this web site are protected by the copyright laws of the United States and international treaties. All use subject to Terms of Use."

C.  Commercial Use of Newlight Website Materials and Screen Shots

Reproduction, copying or redistribution of materials on the Newlight website for commercial purposes is prohibited without the express written permission of Newlight. To obtain permission to copy portions of this site, please send email to info@aircarbon.com and provide the following information in the body of the email:

1. The Newlight content you wish to use

2. Where and how it will be used (for example, a book cover, magazine article, a brochure)

3. Where and how copies will be distributed and to what audience

4. How many copies will be produced and distributed

5. When you intend to publish

6. What other non-Newlight materials will be associated with the Newlight content

7. Your name, title, company, address, email address and phone number

We will evaluate your request and advise you as soon as possible. Newlight reserves the right to refuse permission to copy, distribute, broadcast or publish any of its copyrighted material, including text and images on our website.

D.  No Warranties and Limitation of Liability

Information provided on the website is provided "as is" without warranty of any kind, either express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose or non infringement. Newlight periodically adds changes, improves or updates the information and documents on the website without notice. Newlight assumes no liability or responsibility for any errors or omissions in the content of the website. Your use of the website is at your own risk. Under no circumstances and under no legal theory shall Newlight, its suppliers or any other party involved in creating, producing or delivering the website's contents be liable to you or any other person for any indirect, special, incidental or consequential damages of any character arising from your access to, or use of, the Website.

E. Links to Third Party Sites

If you use any links on the Website to websites not maintained by Newlight, you will leave Newlight Website. The linked sites are not under the control of Newlight and Newlight is not responsible for the contents of any linked site or any link contained on a linked site. Newlight provides these links to you only as a convenience and the inclusion of any link does not imply recommendation, approval or endorsement by Newlight of the site.

F.  Trademarks - Permitted Use of Newlight Trademarks

Newlight Trademarks identify Newlight products and let the public know the source of those products. You may make fair use of our trademarks in advertising and promotional materials, and in referencing our products (for example, in a magazine article) without our permission, provided you follow standard trademark usage practices and provide proper attribution.  Other uses require our written permission. If you are in doubt as to whether you need our permission for a specific type of use, please ask us.  Other names, logos, product and service names, designs, and slogans that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

You may not use Newlight logos or "design" trademarks (as opposed to our trademarks consisting solely of words) under any circumstances without our prior written authorization.

In addition, you may not use Newlight trademarks, whether design or word marks, in the following ways:

1. In a non-Newlight product name or publication title

2. In, as, or as part of, your own product or trademarks

3. To identify products or services that are not Newlight'

4. In a manner likely to cause confusion

5. In a manner that implies inaccurately that we sponsor or endorse, or are otherwise connected with, your own activities, products, and services

6. As hidden or embedded text in web pages in an effort to cause a search of Newlight marks to result in a hit on a page not maintained by Newlight in a manner disparaging of Newlight

‍

G.  Disclaimers, Limitations of Liability andIndemnification

1.   Disclaimers. Your access to and use of the products and services are at your own risk. You understand and agree that the products and services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Newlight, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (the “Newlight Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED,OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Newlight Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security, or reliability of the products and services; (b) any harm to your computer system, loss of data, or other harm that results from your access toor use of the products and services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the products and services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; and (e) the deletion of, or the failure to store or transmit, information from or about you or your devices that is maintained by the products and services. No advice or information, whether oral or written, obtained from the Newlight Entities or through the products and services, will create any warranty or representation not expressly made herein.

2.   Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THATIN NO EVENT WILL THE NEWLIGHT ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND,INCLUDING DIRECT, INDIRECT,SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING,BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE,DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TOUSE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PRODUCTS OR SERVICES OR THIS AGREEMENT AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT(INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE NEWLIGHT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES OR PRODUCTS.SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAYNOT APPLY TO YOU. THE NEWLIGHT ENTITIES’ TOTAL LIABILITY TO YOUFOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00),OR THE AMOUNT YOU PAID THE NEWLIGHT ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR PRODUCTS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

3.   Indemnification. By entering into this Agreement and accessing or using the products or services, you agree that you shall defend, indemnify, and hold the Newlight Entities harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) incurred by the Newlight Entities arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation; (b)your violation of any rights of any third party; (c) your access to or use of the products or services; or (d) your negligence or willful misconduct.

H.  Jurisdiction; Choice of Law

This Agreement and your use of the Website shall be governed by the laws of California, without regard to its conflict of laws provisions.

I.  Arbitration and Class Action Waiver

1.   Informal Process First. You agree that in the event of any dispute between you and the Newlight Entities, you will first contact Newlight and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

2.   Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Newlight’s services and/or products, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Newlight agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of this Agreement).

Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under this Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, you and Newlight are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Newlight will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative, and non-class basis.

3.   Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative, and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Newlight will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.

4.   Opt-Out.  You have the right to opt-out and not be bound by the arbitration provisions set forth in this Agreement by sending written notice of your decision to opt-out to the email address or to the U.S.mailing address listed in the “How to Contact Us” section of the Website. The notice must be sent to Newlight within thirty (30) days of you agreeing to this Agreement, otherwise you shall be bound to arbitrate disputes in accordance with this Agreement. If you opt-out of these arbitration provisions, Newlight also will not be bound by them.

J.  Severability

If any provision of this Agreement is found to be void or unenforceable, such provision shall be severed and all other provisions shall remain in force.

K. VCMDA Disclosure

Newlight manufactures Aircarbon, a biomaterial made from air and greenhouse gas. The production of Aircarbon contributes to more carbon dioxide equivalent greenhouse gas (CO2e) being diverted from the air than emitted, as independently certified by The Carbon Trust every two years in accordance with PAS 2050 and The Greenhouse Gas Protocol.  Aircarbon can used by itself or in combination with other materials, and the amount of Aircarbon used in a material can be tuned based on customer needs. This disclosure is not intended to create any legal right or obligation nor concede that any specific item is required to be disclosed by the VCMDA or waive any interpretations of the VCMDA. In addition, data, statistics, metrics, and information derived from third-party sources included in this disclosure continue to evolve and may be based on assumptions believed to be reasonable at the time of preparation but may be subject to change. Unless otherwise noted, this VCMDA disclosure has not been verified by independent third parties. This VCMDA disclosure contains forward-looking statements within the meaning of U.S. federal securities laws. Forward-looking statements generally relate to future events and include estimates, projections, guidance or outlook. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “could,” “would,” “expect,” “intend,” “believe,” “think,” “goal,” “target,” “estimate,” or the negative of these words or other similar expressions. Statements regarding targets, goals and commitments are aspirational and are based on our current expectations, but they involve a number of estimates, assumptions, and uncertainties. Actual future results, including the achievement of targets, goals or commitments, could differ materially from those stated in this disclosure as the result of changes in circumstances, assumptions not being realized, or other risks, uncertainties, and factors.