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Last Updated: September 1, 2022

Welcome to the Zefiro Methane Corp. website!

Thanks for using the Zefiro Methane Corp. website provided at www.zefiromethane.com (collectively, the “Website”). The Website is provided by Zefiro Methane Corp. (“Zefiro”, “we,” “our,” or “us”), located at Unit 2630 – 1075 West Georgia, Vancouver BC, V6E 3C9.

By using our Website, you are agreeing to these Terms of Service (“Terms”). Please read them carefully. Our Website is very diverse, and therefore additional terms or product requirements (including age requirements) may apply. If additional terms or conditions are available with or applicable to the Website, then those additional terms become part of your agreement with us if you use the Website. By accessing or using the Website, you intend and agree to be legally bound by these Terms. You may wish to print or save a local copy of the Terms for your records.

By using this Website, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTION 7 BELOW. THESE TERMS ALSO CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 11 THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS REGARDING THE WEBSITE.

If you have entered into an agreement with Zefiro that governs financial accounts that you maintain with Zefiro and/or financial products or services that Zefiro provides to you (each, a “Client Agreement”), such financial accounts, products and services will be governed by your Client Agreement, and not these Terms.

1.Using our Website

This Website is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security, future, option and/or other financial instrument that may be referenced herein. Nothing contained in this Website is intended to be or should be construed as legal, tax and/or investment advice. You must follow any policies made available to you within the Website, including our Privacy Policy.

Do not misuse our Website. For example, do not interfere with our Website, try to access our Website using a method other than the interface and the instructions that we provide, and/or extensively or automatically copy any content from the Website (in other words, no scraping). You may use our Website only for your personal non-commercial use, and as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Website to you if you do not comply with our terms or policies, if we are investigating suspected misconduct, and/or for any other reason.

As further noted later in the within Terms, using our Website does not give you ownership of any intellectual property rights in our Website or the content you access through the Website (“Content”). Our Website displays some Content that is not our own including, for example, Content belonging to our advertisers, other third parties, you, or other users (collectively, “Third Party Content”). We are not responsible for, and you waive all of our liability with respect to, Third Party Content. Third Party Content is the sole responsibility of the individual or entity that makes such Third Party Content available to you via the Website. We may review Third Party Content from time to time to determine whether it is illegal or violates our policies, and we may remove or refuse to display Third Party Content that we believe violates our policies or the law. But we do not generally review Third Party Content beforehand, and we are not obligated to do so.

In connection with your use of the Website, we may send you newsletters and other information. You may opt out of our marketing emails by clicking on the “unsubscribe” link in marketing e-mails. Please be aware that there may be a brief period before we are able to process your opt-out request.

2.Intellectual Property Rights and Ownership

You understand and agree that the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

Zefiro, Zefiro’s logos, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Zefiro or its affiliates or licensors. You must not use such marks without Zefiro’s prior written permission. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce (in any substantial part and in any form), compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except:

  1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
  2. a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.

Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print off, copy, or download any part of our Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

3.Privacy and Feedback

Our Privacy Policy explains how we treat your Personal Information (as defined in the Privacy Policy) and protect your privacy when you use our Website. By using our Website, you agree that we can collect, use, and share data from you as described in our Privacy Policy. We are not responsible for any information or Content that you share with others via your use of the Website. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Website. 

If you submit feedback or suggestions about our Website, you agree that we may use your feedback or suggestions without obligation to you. 

4.About Software in our Website

You may be required to download software (such as a mobile or desktop app) to use the Website or certain features of the Website and the Website may enable you to access software running on our (or our vendors’) servers (collectively, “Software”). You agree that we retain the ownership of all rights, title, and interest in and to the Software, including all underlying code. Certain Software may update automatically on your device once a new version or feature is available, and you consent to such automatic updating.

Zefiro gives you a personal, non-commercial, worldwide, royalty-free, non-assignable, and non-exclusive license to use the Software to access the Website. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Website as provided by us, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of our Website or Software, nor may you reverse engineer or attempt to extract the source code of the Website or Software, unless laws prohibit those restrictions or you have our written permission.

There may be software programs contained within certain Software that have been licensed to us by third parties. The term "Software" as used herein shall refer to this third-party software except where the term “Software” is used in the context of our ownership. The same terms and conditions, including all limitations and restrictions, set forth in these Terms apply to each third-party software program contained in the Software. You acknowledge and agree that any third-party components are owned by their applicable licensors. We do not make any representations or warranties about the operation or availability of such third-party software. Neither we, nor our licensors, shall be liable for any unavailability or removal of such third-party software. We are not responsible for any communications to or from such licensors, or for the collection or use of information by such licensors. You consent to the communications enabled and/or performed by such third-party software, including automatic updating of the third-party software without further notice. You agree that such third-party software licensors are intended third-party beneficiaries under these Terms.

5.Modifying and Terminating our Website

We are constantly changing and improving our Website. We may add or remove functionalities or features, and we may suspend or stop the Website altogether, at any time, without any notice or liability.

You can stop using our Website at any time, although we’ll be sorry to see you go. We may also stop providing the Website to you, or add or create new limits to our Website, at any time.

Sections 6 – 13 shall survive termination or expiration of these Terms indefinitely.

6.Our Warranties and Disclaimers

The information provided through this Website is provided for informational purposes only. We reserve the right to make changes and corrections to the Website at any time, without notice.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER ZEFIRO NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE WEBSITE. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE WEBSITE, THE SPECIFIC FUNCTIONS OF THE WEBSITE, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS. WE PROVIDE THE WEBSITE “AS-IS.”

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS  (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE AND/OR COMMENCE ANY LEGAL PROCEEDINGS AGAINST ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONSE, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE WEBSITE. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU.

IF RESIDING IN CALIFORNIA, YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.

7.Liability for our Website

TO THE EXTENT NOT PROHIBITED BY LAW, ZEFIRO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF ZEFIRO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE WEBSITE, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE WEBSITE (OR, IF WE CHOOSE, TO SUPPLY YOU THE WEBSITE AGAIN).

IN ALL CASES RELATING TO PROVIDING YOU THE WEBSITE, ZEFIRO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS, NATURAL DISASTERS, ACTS OF GOVERNMENT, SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.

8.Business/Employer Uses of our Website

If you are using our Website on behalf of a business or employer, you are accepting these Terms on their behalf, and that business or employer agrees to be bound by these Terms.

9.Indemnification

Decisions based on information contained in the Website are your sole responsibility. You hereby agree to indemnify, defend, and hold harmless Zefiro, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable legal fees), resulting from or arising out of your actual or alleged breach of these Terms, any content you provide through the Website, or your use or misuse of the Website. However, you will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our violation of applicable law.   

10.Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.About these Terms

We may modify these Terms or any additional terms that apply to the Website for any reason, for example, to reflect changes to the law or changes to our Website. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give you notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Website, or via email. By continuing to use the Website after we make these modifications, you agree that you will be subject to the modified Terms. If you do not agree to the modified terms for the Website, you should discontinue your use of the Website.

If there is a conflict between these Terms and any additional terms for the Website, the additional terms will control for that conflict.

These Terms control the relationship between Zefiro and you. They do not create any third-party beneficiary rights. If you do not comply with these Terms, and we do not take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.

The laws of Canada and British Columbia, excluding its conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Website.

You may not assign or delegate your rights or obligations relating to these terms or your account for the Website without our prior written consent. We may assign these terms or assign or delegate any of our rights or obligations at any time. 

For information about how to contact Zefiro, please visit our contact page.

12.Binding Arbitration

Without limiting your waiver and release in Section 7, you agree to the following:

a. Purpose. Any and all Disputes (as defined below) involving you and Zefiro will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 13 (the "Arbitration Provision") shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 13 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.

b. Definitions. The term "Dispute" means any claim or controversy related to the Website or the Software, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class. As used in this Arbitration Provision, "Zefiro" means Zefiro and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “you” means you and any users or beneficiaries of your access to the Website or the Software.

c. Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Zefiro by mail to Unit 2630 – 1075 West Georgia, Vancouver BC, V6E 3C9.

d. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or Zefiro may bring an individual action in a small claims court in the area where you access the Website if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.

e. Arbitration Procedures. This Arbitration Provision shall be governed by the federal laws of Canada. Arbitrations shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify Zefiro about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and Zefiro agree otherwise, any arbitration hearing will take place in Vancouver, Canada.   The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

f. Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

g. Arbitration Fees and Costs. If your claim seeks more than CAD $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If your claims seek less than CAD $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be Zefiro’s responsibility. You may hire an attorney to represent you in arbitration. You are responsible for your attorneys’ fees and additional costs and may only recover your attorneys’ fees and costs in the arbitration to the extent that you could in court if the arbitration is decided in your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Zefiro will pay all fees and costs that it is required by law to pay.

h. Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND ZEFIRO AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.

i. Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.

13.Suitability

The securities, strategies, or financial instruments mentioned here may not be suitable or appropriate for all investors or available in all geographical areas. Your particular needs, investment objectives, and financial situation were not taken into account in the preparation of the Website. You must make your own independent decisions regarding any securities or financial instruments mentioned herein. The fact that Zefiro has made available to you investment opinions and other information on the Website is not a representation that any idea mentioned here is suitable or appropriate for you. You must consider whether an investment strategy or the purchase or sale of any product is appropriate for you in the light of your particular investment needs, objectives, and financial circumstances.

14.Regulatory Disclaimer and Cautionary Note Regarding Forward-Looking Statements

Securities, including publicly traded securities, involve investment risks, including the possible loss of value. The information and materials contained in the Website, and the terms of the access to and use of such information and materials, are subject to change without notice. This Website does not constitute an offering or solicitation to sell securities in any jurisdiction.

This Website contains certain statements that may be deemed “forward-looking statements” with respect to Zefiro within the meaning of applicable securities laws, including statements with respect to Zefiro’s future operational plans, the timing of its activities, proposed capital expenditures, Zefiro’s ability to successfully obtain all regulatory approvals and permits to commence and conduct proposed operations and environmental risks, among others. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.

Although Zefiro believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, Zefiro’s ability to raise sufficient capital to fund its operations going forward, difficulties in identifying, obtaining and permitting suitable sites for new projects, permitting and other regulatory issues, evolution in the carbon market and global policy developments, changes in generally accepted types of carbon reduction projects and the validation, registration and verification of projects that generate carbon credits, carbon trading becoming obsolete, changes in general economic conditions or financial markets, the inherent hazards associated with Zefiro’s business, changes in environmental and other laws or regulations that could have an impact on Zefiro’s operations, dependence on key management personnel and general competition in the evolving carbon market.

Although Zefiro has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Also, many of the factors are beyond the control of Zefiro. Accordingly, readers should not place undue reliance on forward-looking statements or information. The forward-looking information is made as of the date included herein, and Zefiro assumes no obligation to publicly update or revise such forward-looking information. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of Zefiro’s management on the date the statements are made. However, except as required by law, Zefiro undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors should change. The forward-looking information contained within the Website is expressly qualified in its entirety by this cautionary state.

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