Terms of Purchase | Change Credits
Last Modified: April 11, 2024
Welcome to the every economy! By acquiring Change Credits, you are declaring your belief that positive impact can be economically sustainable. Please read these Terms of Purchase (the Terms or “Agreement”) carefully as it governs your purchase of Change Credits and the relationship between you (the “User”, “you”, or “your”, a “Party”) and Change Code, Inc. and its affiliates (Change Code, “we”, “us”, or “our”, also a “Party”).
By clicking on the “I Agree” or similar button or by purchasing or otherwise acquiring Change Credits, you accept all the conditions, restrictions, and obligations of these Terms. If you are acquiring Change Credits on behalf of a company or other legal entity, you represent that you have the legal authority to do so.
1. Change Credits
1.1 You recognize that intended purpose of Change Credits is to represent tokenized units of positive impact in the world. You agree that you are purchasing Change Credits predominately for this reason, to support the impact being generated, and not with the driving expectation of profit or financial return.
1.2 You agree that you are purchasing Change Credits solely for your own account and use, or for the organization you represent. You further agree that you are not purchasing Change Credits with the present intent to resale.
1.3 Change Credits do not represent any ownership claim or any claim to participate in the profits/revenues or the governance of Change Code nor any organization issuing such Change Credits (“Good Generators”). Change Credits are not a claim to any intellectual property or any other intellectual assets. Change Credits are merely a tokenized representation of positive impact.
2. web3 Infrastructure
2.1 Change Credits exist as tokenize assets adhering to the ERC-721 non-fungible token standard on various blockchain protocols, including Ethereum, Polygon, Optimisim, and Celo. By purchasing Change Credits, you agree that you understand the inherent risks associated with cryptographic and distributed ledger protocols and that you have an understanding of the usage and intricacies of web3 software systems.
2.2 Change Code will send purchased Change Credits to the wallet address you provide to us upon checkout. Change Code is not responsible for any typographic or other errors made in providing your address to us. In the event you loss access to any wallet containing Change Credits, you acknowledge that Change Code will have no ability to assist you in the recovery of those assets.
3. Purchase
3.1 You must not purchase Change Credits if you are under the age of 18 or for any person under the age of 18. If Change Code learns of any User under the age of 18, it will terminate that User’s access to further purchase. If the User is located in a country outside the United States, that country’s minimum age may be older; in such a case, the User is responsible for complying with that country’s laws.
3.2 All purchases of Change Credits are final and non-refundable at the time of payment. Change Code is under no obligation to issue refunds for purchases of Change Credits.
3.3 You agree that that all your financial information is complete and accurate and that you are authorized to use the payment instrument you provide us.
3.4 We may use third-party payment processors (“Payment Processors”) to bill you for use of the Services. The processing of payments may be subject to the terms, conditions, and privacy policies of the Payment Processors in addition to these Terms. We are not responsible for error by Payment Processors.
3.5 Unless otherwise stated, our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (“Taxes”). You are responsible for paying all Taxes associated with your purchases of the Services. If Change Code has the legal obligation to collect or pay Taxes for which you are responsible under this section, the appropriate amount will be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. Disclaimers and Limitation of Liability
4.1 CHANGE CODE ALLOWS THE SALE OF CHANGE CREDITS “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THIS, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING CHANGE CREDITS INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. CHANGE CODE DOES NOT WARRANT THAT: (A) CHANGE CREDITS WILL MEET YOUR REQUIREMENTS; (B) THAT THE INFORMATION PROVIDED WITH CHANGE CREDITS IS ACCURATE, RELIABLE OR CORRECT; OR (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED.
4.2 Change Code is not an auditor or impact evaluation firm. We expressly disclaim any warranties or guarantees on the correctness of any information represented by Change Credits. All information and evidence supporting the Change Credits made for a Change Credit is provided solely by its respective Good Generator.
5. Modifications of these Terms
We reserve the right, in our sole discretion, to amend these Terms at any time. You acknowledge that you will have no reason to believe these Terms to be unchanged across multiple purchases you may make. You can view all changes to these Terms at changecode.io/legal.
6. Miscellaneous
6.1 Additional Restrictions. You represent that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. Additionally, you agree that you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations as may be appropriate for the Services.
6.2 Assignment You may not assign any of your rights under these Terms, or sublicense, assign or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of Change Code and any such attempt will be void. Change Code may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6.3 Disputes Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in these Terms. If a dispute is not resolved within thirty (30) days of notice, Change Code or the User may bring a formal proceeding.
You and Change Code agree to resolve any claims relating to the Agreement or the Services through final and binding arbitration, except as set forth in these Terms. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. Notwithstanding anything herein, the arbitration will be held in Travis County, Texas or any other location both Parties agree to in writing.
In the event that you, the User, are using the Services solely for your personal use and not in relation to your employment or any commercial interests, Change Code grants to you the following: (i) Arbitration may be held in the United States county where you live or work; (ii) we will pay all arbitration fees for your individual arbitration for claims less than $50,000; and (iii) we will not seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Either Party may bring a lawsuit in the federal or state courts of Travis County, Texas solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute notice process described above.
6.4 Entire Agreement. These Terms, together with all incorporated references, represent the complete and exclusive statement of the agreement between you and Change Code relating to the subject matter herein. Except in cases where you and Change Code have executed an agreement that explicitly replaces or modifies any terms herein, these Terms supersedes any proposal or prior agreement oral or written, and any other communications between you and Change Code.
6.5 Severability. If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms.
6.6 Governing Law. These Terms will be governed by the laws of the State of Texas, without regard to conflict of laws principles. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in the Western District of Texas. Each Party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.
6.7 Interpretation of Conflicting Terms. If there is a conflict between the documents or materials incorporated by reference in these Terms, the materials will take the following descending order of control: these Terms, our Acceptable Use Policy, our Privacy Policy, any material found on our Website.
6.8 No Class Action. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
6.9 Required Disclosures. We will not disclose your User Data or any details regarding your account or usage information to any government or third party except as necessary to comply with the law or court order or as otherwise provided herein.
6.10 Contact Information For questions, concerns, or complaints, please contact us by email at help@changecode.io or by mail to Change Code, Inc., 2025 Guadalupe Street, Suite 260 Austin, Texas 78705.