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Terms & Conditions

BLACKCURRANT TRADING PLATFORM AGREEMENT

By using or accessing this website or by using the BlackCurrant Hydrogen/Ammonia/SAF (sustainable aviation fuel) Trading Platform (the “Platform”), the entity identified below as the Platform Client (the “Platform Client”, “you” and “your”) agrees to be bound by these terms and conditions (the “Agreement”) of BlackCurrant Inc. (“BlackCurrant”). Please read this Agreement carefully. If you do not agree to the terms and conditions of this Agreement, you do not have the right to use the Platform. If BlackCurrant revises this Agreement, you will be asked to accept the revised terms to continue using the Platform.

IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE PLATFORM ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP, OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to “you” and “your” in this Agreement will refer to both the individual using the Platform and to any such Organization.

1. Your Account.

To use the Platform, you must register and create a Platform account on the BlackCurrant website (https://www.blackcurrant.ai). In creating an account, you agree to provide accurate, current, and complete information. You understand that any such information will be treated by BlackCurrant in the manner described in our Privacy Policy. You are responsible for safeguarding the password that you use to access the Platform. You agree to take sole responsibility for any activities or actions conducted under your password, whether you have authorized such activities or actions. You will promptly notify BlackCurrant of any unauthorized use of your account. You represent and warrant that you have the power and the authority to list, accept, reject and make counterproposals to offers to sell and/or purchase hydrogen/Ammonia/SAF (sustainable aviation fuel) on the Platform.

1. How the Platform Works

The Platform facilitates interactions between hydrogen/Ammonia/SAF (sustainable aviation fuel) producers, buyers, and transporters by providing price, volume, delivery term, and transportation discovery to potential buyers of hydrogen/Ammonia/SAF (sustainable aviation fuel) and carbon intensity certification for traded hydrogen/Ammonia/SAF (sustainable aviation fuel) volume. Initially following the execution of this Agreement, BlackCurrant may make introductions directly (i.e. outside of the Platform) and such introductions shall be treated by the parties as if they were made through the Platform, including for purposes of the Platform Fees described below. The sale and purchase of hydrogen/Ammonia/SAF (sustainable aviation fuel) will be under a separate agreement directly between you and the producer or buyer of hydrogen/Ammonia/SAF (sustainable aviation fuel), as applicable, including with respect to price, volume, and delivery terms. Transportation of any purchased hydrogen/Ammonia/SAF (sustainable aviation fuel) will be under a separate agreement directly between you (if you are acting in the capacity of the buyer of hydrogen/Ammonia/SAF (sustainable aviation fuel)) and the applicable transportation company.

BlackCurrant reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Platform and to remove, modify, or delete any information available on the Platform at any time, at its sole discretion; provided the Platform Client shall be reimbursed a pro rata portion of the Listing Fees paid to compensate for such suspension or discontinuation of the Platform. The price and availability of all hydrogen/Ammonia/SAF (sustainable aviation fuel) listed on the Platform are subject to change at any time by Platform users.

1. Use of Platform Services

By using Platform to make an offer to purchase or sell hydrogen/Ammonia/SAF (sustainable aviation fuel), to accept an offer, or to make a counteroffer, you agree that:

  1. The identity of the parties making offers to purchase and sell hydrogen/Ammonia/SAF (sustainable aviation fuel) will be anonymous until an offer has been accepted, after which a confirmation of the transaction will be sent by email to the buyer and seller (which will include the identity of each party and material terms of the transaction) (the “Matching Process” resulting in a “Match”);
  2. An accepted offer to sell or purchase hydrogen/Ammonia/SAF (sustainable aviation fuel) will be documented and effectuated in a binding agreement between the buyer and seller (the “Execution Process” resulting in a “Definitive Agreement”);
  3. You will not seek to circumvent the Platform Fees, including by rescinding the transaction through the Platform and then transacting directly with the buyer or seller (as applicable) that was identified through the Platform or by otherwise engaging directly with any buyer or seller (as applicable) identified to you through the Platform for a transaction outside of the Platform;
  4. You shall comply with all applicable laws and regulations in connection with your use of the Platform, including any safety rules for the transfer of hydrogen/Ammonia/SAF (sustainable aviation fuel); and
  5. Each Definitive Agreement shall substantially be on the form attached hereto as Exhibit B, unless otherwise agreed between the buyer and seller.
  6. Platform Fees means the fees payable by Platform Client in regard to its use of the Platform during the Agreement Period (e.g. Listing Fees, Transactional Fees, and the like). For example, Transactional Fees are invoiced upon execution of a Definitive Agreement. The detailed description of fees under this Agreement is attached hereto as Exhibit A.

Ownership

The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. All rights, titles, and interests in and to the Platform are and will remain the exclusive property of BlackCurrant and its licensors. Except as expressly permitted in this Agreement, you will not (a) reproduce, modify, or prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Platform, (b) “Frame” or “mirror” any part of the Platform or (c) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents.

BlackCurrant shall retain ownership of all intellectual property, information gathered, data generated, and recommendations provided by the Platform including but not limited to trade data (price indicators, production volume, equipment data, delivery term, and transportation discovery, and the like), analytics, account data, user-generated content, and the like including but not limited to any improvements, enhancements, changes, alterations, modifications, derivative works, and the like of such information and data. BlackCurrant reserves the right to use, sell, or aggregate such information and data for legitimate business purposes.

1. Data Retention

Once data is stored on BlackCurrant's servers, the Platform Client acknowledges and agrees that such data cannot be removed. BlackCurrant adopts appropriate data collection, storage, processing, and security practices to reasonably protect against unauthorized access, alteration, disclosure, or destruction of your private information stored with us. Private data exchange occurring through the Platform happens over secured communication channels. However, due to the continual development of new techniques for intruding upon and attacking communication channels, we do not warrant that the Platforms or any equipment, system, or network associated with the Platform will be free from all vulnerability to intrusion or attack.

1. Data Protection and Non-Disclosure

BlackCurrant agrees to reasonably safeguard and protect all data provided by the Platform Client in accordance with the terms of any separate Non-Disclosure Agreement (“NDA”) signed between the parties. The terms of the NDA, if applicable, shall prevail in the event of any conflict with the provisions of this Agreement. The Platform Client shall consider BlackCurrant property including but not limited to the Platform (including any source code, HTML code, internet code, and associated code listings), all related technical, and business information, whether disclosed in oral, visual or written form, to be confidential and proprietary to BlackCurrant.

1. Term and Termination

This Agreement shall be effective for a period of one year from the date hereof unless sooner terminated in accordance with its terms.

If you breach any term of this Agreement, BlackCurrant will have the right, at its sole discretion and without notice to you, to do one or more of the following: terminate this Agreement, disable your account, or block or limit your access to the Platform.

Platform Client has the right, at its sole discretion, to terminate this Agreement for convenience upon notice to BlackCurrant; provided that in such case the Platform Client shall not be reimbursed a pro rata portion of any Listing Fees.

1. Export

You represent and warrant that you are not located in, or a citizen of, any country subject to export restrictions under the U.S. or other applicable law, including without limitation Iran, Sudan, Syria, Cuba, or North Korea (“Restricted Destinations”). You agree to comply fully with all relevant export laws and regulations of the U.S. and all other relevant countries and jurisdictions (“Export Laws”) to ensure that any hydrogen/Ammonia/SAF (sustainable aviation fuel) traded by you, and any direct product thereof, is not exported in violation of Export Laws. You will not transfer, directly or indirectly, any hydrogen/Ammonia/SAF (sustainable aviation fuel) received in connection with a transaction facilitated by the Platform, or the direct product of such data, to any Restricted Destination, unless any required prior authorizations are obtained from the appropriate U.S. or other government agency.

1. Disclaimers

BlackCurrant does not warrant or guarantee that your use of the Platform will be uninterrupted or error-free. The Platform will contain information from third parties, including but not limited to pricing and volume information from hydrogen/Ammonia/SAF (sustainable aviation fuel) producers. You acknowledge and agree that BlackCurrant is not responsible for the completeness or accuracy of such information. You acknowledge sole responsibility for and assume all risk arising from your use of any such information. You acknowledge and agree that any purchase or sale of hydrogen/Ammonia/SAF (sustainable aviation fuel) is between you and the applicable buyer or seller and you hereby hold BlackCurrant harmless from any liability with respect to such transaction.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PLATFORM IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND BLACKCURRANT HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BLACKCURRANT HEREBY DISCLAIMS ANY WARRANTY THAT THE PLATFORM WILL GENERATE ANY MINIMUM NUMBER OF TRANSACTIONS, CUSTOMERS, REVENUE, AND SALES.

1. Limitation of Liability

YOU ACKNOWLEDGE THAT BLACKCURRANT PROVIDES A MARKETPLACE FOR HYDROGEN/AMMONIA/SAF (SUSTAINABLE AVIATION FUEL) TRADING AND, IS NOT RESPONSIBLE FOR THE HYDROGEN/AMMONIA/SAF (SUSTAINABLE AVIATION FUEL) ITSELF. BLACKCURRANT MERELY ACTS AS A FACILITATOR OF CONNECTIONS BETWEEN HYDROGEN/AMMONIA/SAF (SUSTAINABLE AVIATION FUEL) PRODUCERS AND BUYERS. YOU AGREE THAT ALL HYDROGEN/AMMONIA/SAF (SUSTAINABLE AVIATION FUEL) PURCHASE/SALE-RELATED ISSUES WILL BE GOVERNED BY EACH AGREEMENT YOU HAVE WITH THE PRODUCER OR BUYER OF HYDROGEN/AMMONIA/SAF (SUSTAINABLE AVIATION FUEL), AS APPLICABLE, AND THAT ANY RECOURSE YOU HAVE FOR ANY HARM OR LIABILITY CAUSED BY OR RELATED TO PURCHASE, SALE OR TRANSPORTATION OF HYDROGEN/AMMONIA/SAF (SUSTAINABLE AVIATION FUEL), INCLUDING ANY FAILURES OR DEFICIENCIES IN THE HYDROGEN/AMMONIA/SAF (SUSTAINABLE AVIATION FUEL) DELIVERED, WILL BE WITH SUCH PARTY AND NOT WITH BLACKCURRANT (EXCEPT WHERE THE ISSUES PERTAINS THE PLATFORM ITSELF).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT IN THE CASE OF WILFULL MISCONDUCT, GROSS NEGLIGENCE, FRAUD OR IP INFRINGEMENT CLAIMS (as defined below), NEITHER BLACKCURRANT NOR ITS AGENTS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM THE PLATFORM OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT BLACKCURRANT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU AGREE THAT THE AGGREGATE LIABILITY OF BLACKCURRANT TO YOU FOR ANY AND ALL CLAIMS RELATED TO THIS AGREEMENT IS LIMITED TO THE PLATFORM FEES DUE TO BLACKCURRANT UNDER THIS AGREEMENT. The limitations of damages set forth above are fundamental elements of the basis of the bargain between BlackCurrant and you.

1. Indemnification.

You agree to indemnify, defend and hold BlackCurrant and its directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement; and/or (b) your activities in connection with the Platform.

BlackCurrant agrees to indemnify, defend and hold Platform Client and its directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) BlackCurrant's breach of this Agreement; and/or (b) any third party claims that the Platform (and not any data or content provided by Platform customers) infringes, misuses or otherwise violates such third party’s intellectual property rights (“IP Infringement Claims”).

1. General

You may not assign any rights granted to you or delegate any of your duties hereunder, by operation of law or otherwise and any attempt to do so is void and of no effect. BlackCurrant retains the right to assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Agreement. The failure of either party at any time to require the performance of any provision hereof will in no manner affect its right later to enforce the same unless the same is waived in writing. This Agreement will be governed by and construed in accordance with the laws of the state of Delaware and any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and the parties irrevocably consent to the personal jurisdiction and venue therein. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Each party shall be excused from performance under this Agreement to the extent such party is prevented from performing any obligation, in whole or in part, as a result of causes beyond its reasonable control, including without limitation, acts of God, natural disasters, war or other hostilities, labor disputes, civil disturbances, governmental acts, orders or regulations. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between you and BlackCurrant regarding the Platform and supersedes all prior and contemporaneous agreements or understandings relating to such subject matter.