Halcyon Terms of Use
Last Updated: May 2025

Please read these Terms of Service (the “Terms”) and our Privacy Notice (https://halcyon.eco/privacy-policy) (“Privacy Notice”) carefully because they govern your use of our websites located at https://app.halcyon.io and https://halcyon.io/ (the “Sites”) and our dynamic search and inquiry platform covering navigation of complex governmental orders and regulations related to energy and related catalogued information, data products, and alert services derived from the foregoing and accessible via the Sites offered by Halcyon Carbon Inc. (“Halcyon”). To make these Terms easier to read, the Sites, and our services are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND HALCYON THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. 

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
2. Privacy Notice. Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.
3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Sites and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Authorized Users of Accounts.
   
   

   (a) Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Halcyon, and not otherwise barred from using the Services under applicable law. You may permit your employees, agents, consultants, contractors, or vendors (“Authorized Users”) to use the Services, provided that you are responsible for all acts or omissions by your Authorized Users in connection with their use of the Services and their compliance with these Terms.
   
   (b) Account. For certain features of the Services you’ll need an account. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, keep the account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your account.
   

5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
   
   
6.  Payment.  Halcyon may charge for the Services as set forth on the Services and you agree to pay such fees. When you sign up, you expressly authorize us (or our third-party payment processor) to charge you for such Services. We may ask you to supply additional information relevant to your purchase, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a purchase, you authorize us to provide your Payment Information to third parties so we can complete your purchase and to charge your payment method (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your purchase (such information is included within the definition of Payment Information). By initiating a purchase, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars. If something unexpected happens in the course of completing your purchase, we reserve the right to cancel your purchase for any reason; if we cancel your purchase we’ll refund any payment you have already remitted to us for such purchase.
   
   
7. Your Content
   

   • Posting Content. Our Services may allow you to store or share content such as text (in posts, inquiries, or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Halcyon does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content. 

   • Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Halcyon a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services. Additionally, in making User Content available through the Services, you understand and acknowledge that other Halcyon users may have access to review, query, and analyze such User Content. 

   • Your Responsibility for User Content. You are solely responsible for all of your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Halcyon on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

   • Removal of User Content. If permitted by the Services, you can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

   • Other Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content. The content on the Services is provided for informational and educational purposes only and may be generated through Halcyon’s or its third-party licensors’ algorithms or artificial intelligence tools used in connection with providing the Services. The Services may generate responses (each, “Output”) in response to: (i) your interaction or chat; and (ii) User Content (defined above) uploaded to influence the behavior or Output of the Services (collectively, “Input”).  Such content and Output is for internal business use only.

   • Aggregate Data. Notwithstanding the foregoing, for clarity, any data that is derived or aggregated in deidentified form from (i) any User Content; or (ii) your/your Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services (collectively, “Aggregate Data”) is considered Halcyon’s intellectual property. 

8. General Prohibitions and Halcyon’s Enforcement Rights. You agree not to do (or allow your Authorized Users to do) any of the following:

   • Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

   • Use, display, mirror or frame the Services or any individual element within the Services, Halcyon’s name, any Halcyon trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Halcyon’s express written consent; 

   • Use the Services or any Output in a manner that violates the OpenAI Usage Policies located at https://openai.com/policies/usage-policies or any other such usage policies as applicable;

   • Access, tamper with, or use non-public areas of the Services, Halcyon’s computer systems, or the technical delivery systems of Halcyon’s providers; 

   • Attempt to probe, scan or test the vulnerability of any Halcyon system or network or breach any security or authentication measures; 

   • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Halcyon or any of Halcyon’s providers or any other third party (including another user) to protect the Services; 

   • Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Halcyon or other generally available third-party web browsers; 

   • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; 

   • Use any meta tags or other hidden text or metadata utilizing a Halcyon trademark, logo URL or product name without Halcyon’s express written consent; 

   • Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; 

   • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information; 

   • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; 

   • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; 

   • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; 

   • Impersonate or misrepresent your affiliation with any person or entity; 

   • Violate any applicable law or regulation; or

   • Encourage or enable any other individual to do any of the foregoing.

   Halcyon is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. 

9. Links to Third Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

10. Termination. We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@halcyon.eco. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6 (only for payments due and owing to Halcyon prior to the termination), 7(b), 7(c), 7(e), 7(f), 8, 10, 11, 12, 13, 14, 15, and 16. 

11. Disclaimers

    • No Warranty. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
      

    • AI Disclaimer. Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar Output for you or a third party. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE, OR IT MAY “HALLUCINATE”. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND YOUR COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, HALCYON WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, OUTPUT OR THEIR USE. 

12. Indemnity. You will indemnify and hold Halcyon and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your (or your Authorized Users’) (a) access to or use of the Services, (b) User Content, or (c) violation of these Terms. 
13. Limitation of Liability 

    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER HALCYON NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HALCYON OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

    • TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HALCYON’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS ACTUAL PAID BY YOU OR ARE PAYABLE BY YOU TO HALCYON FOR USE OF THE SERVICES, PROVIDED THAT IN NO EVENT WILL HALCYON’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS MADE UNDER OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS $100.00.

    • THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HALCYON AND YOU.

14. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Halcyon are not required to arbitrate will be the state and federal courts located in San Francisco, California, and you and Halcyon each waive any objection to jurisdiction and venue in such courts.
    
    
15. Dispute Resolution

    • Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Halcyon agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Halcyon are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. 

    • Exceptions. As limited exceptions to Section 15(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. 

    • Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. 
      
      Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
      

    • Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

    • Injunctive and Declaratory Relief. Except as provided in Section 15(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

    • Class Action Waiver. YOU AND HALCYON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

    • Severability. With the exception of any of the provisions in Section 15(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16.   General Terms

    • Reservation of Rights. Halcyon and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

    • U.S. Government End Users.  The Services were developed solely at private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services.

    • Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Halcyon and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Halcyon and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Halcyon’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Halcyon may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    • Notices. Any notices or other communications provided by Halcyon under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

    • Waiver of Rights. Halcyon’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Halcyon. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17. Contact Information. If you have any questions about these Terms or the Services, please contact Halcyon at support@halcyon.eco.