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TERRAFORMATION TREE-PLANTING SUBSCRIPTION TERMS AND CONDITIONS

Effective Date: June 17, 2025

These Terms and Conditions ("Terms") govern your participation in Terraformation Inc.'s Tree-Planting Subscription Service ("Service"). By subscribing to our Service, you ("Subscriber," "you," or "your") agree to be bound by these Terms and the Terraformation Privacy Policy. If you do not agree to these Terms and the Privacy Policy, do not subscribe to our Service.

1. SUBSCRIPTION SERVICE DESCRIPTION

1.1 Service Overview

Each monthly payment amount provided at the time of Subscriber checkout (the “Unit Subscription Fee”) supports the planting of no less than one tree and Maintenance (as defined below) of such tree as part of Terraformation’s global reforestation efforts. Each Unit Subscription Fee covers all costs associated with tree planting, site preparation, seedling procurement, planting labor, and ongoing Maintenance. By subscribing to the Service, you agree to pay the monthly price stated and accepted at the point of check out (such price the “Monthly Payment”), which consists of one or more Unit Subscription Fees and any discounts associated with such Unit Subscription Fees.

1.2 Pooled Funding Model

Your subscription contributes to Terraformation's general reforestation activities. While each Unit Subscription Fee funds the planting and Maintenance of no less than one tree, payments are pooled to support broader conservation objectives across multiple projects and geographic areas. Terraformation cannot guarantee that a specific tree is tied to your individual subscription, as funds support portfolio-wide planting activities designed to maximize environmental impact and operational efficiency. Terraformation retains full discretion to:
  1. Select planting locations based on ecological need, seasonal planting windows, and project readiness;
  2. Choose an appropriate native tree species based on ecosystem requirements and biodiversity goals;
  3. Partner with local organizations, communities, consultants, contractors, and landowners to implement planting activities;
  4. Time and adjust planting activities according to optimal conditions, including without limitation seasonal conditions in each geographic region;
  5. Adjust planting densities and methodologies based on site-specific conditions and best practices.

1.3 No Individual Tree Tracking or Allocation

Terraformation does not maintain, and per these Terms has no obligation to maintain, individual tree-to-Subscriber monitoring, reporting, verifying or tracking systems or capabilities. Your subscription supports our overall reforestation mission rather than funding a specific, identifiable tree. Trees funded through the Service may be planted:
  1. Across multiple countries and continents where Terraformation operates;
  2. At any time within [18] months of payment receipt, based on optimal planting seasons;
  3. Through direct implementation or through vetted partner organizations;
  4. In various ecosystem types including tropical forests, mangroves, or other climate-appropriate environments.
Subscriber acknowledges and agrees that the pooled funding model is essential to achieving meaningful reforestation at scale and that no representations are made regarding the specific location, timing, species, or individual identification of trees planted through their subscription.

1.4 Terraformation Maintenance Obligations

For the purposes of these Terms:

“Maintenance” means Terraformation’s tiered approach to tree case based on the following growth stages: (i) for Saplings, Maintenance includes the replacement of Saplings that die under normal growing conditions under Terraformation’s No Net Loss policy; (ii) for mature trees, industry standard efforts focused on promoting overall ecosystem health.
“Sapling” means a young tree that has progressed beyond the seedling stage but has not yet reached maturity, typically characterized by a height between 1 and 4 meters and a trunk diameter of less than 10 centimeters at breast height (DBH), though specific parameters may vary by species and regional standards. Terraformation shall determine, at its sole discretion based on standard industry practice, when trees transition from Sapling to mature status. Such determination shall consider site-specific conditions, species characteristics, environmental factors, and seasonal variations.
"No Net Loss" means Terraformation's policy of replacing Saplings that die or fail to thrive during the nursery phase or following field transplantation, using commercially reasonable efforts to maintain the total number of viable Saplings on an aggregate project basis. Terraformation shall determine, at its sole discretion and based on standard industry practice, when trees transition from Sapling to mature tree status considering site-specific conditions, species characteristics, growth rates, environmental factors, and seasonal variations.

2. PAYMENT TERMS

2.1 Billing and Automatic Subscription Renewal

Your subscription will automatically renew each month on the anniversary of your initial subscription date (such date constituting the beginning of the “Billing Period”) unless cancelled in accordance with Section 3. Terraformation uses a third-party payment processor (the “Payment Processor”) to bill you for the Service. The processing of payments is subject to the terms, conditions and privacy policies of the Payment Processor, which are in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access and review Stripe’s Terms of Service at https://stripe.com/legal/consumer and the Stripe Privacy Policy at https://stripe.com/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to subscribe to the Service, you agree to pay us, through the Payment Processor, the Monthly Price then in effect for the Service, and you authorize us, through the Payment Processor, to automatically charge your chosen payment method (your “Payment Method”) at the beginning of every billing period until you cancel your subscription.

2.2 Price Changes

Terraformation reserves the right to modify the Unit Subscription Fee or Monthly Price upon a minimum of thirty (30) days' advance notice to you. Such notice may be provided through email or through the Service. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the modified Unit Subscription Fee or Monthly Price.

2.3 Failed Payments

If payment cannot be processed using your designated Payment Method, we may attempt to charge any other payment method associated with your account. If payment fails, we may suspend or terminate your subscription at our discretion.

3. CANCELLATION POLICY

3.1 Cancellation Rights

You may cancel your subscription at any time with thirty (30) days advance written notice through the Payment Processor or by contacting customer service at subscriptions@terraformation.com. Your subscription will continue through the end of the current billing period following the 30-day notice period, after which no further charges will occur.

3.2 No Refunds

Except as otherwise set forth in Section 12.2 below, all payments are final and non-refundable. Upon cancellation, you will continue to have access to the Service through the end of your current billing period. Terraformation does not provide refunds or credits for partial monthly subscription periods.

3.3 Cancellation Confirmation

We will send confirmation of your cancellation request within twenty-four (24) hours of receipt. Please retain this confirmation for your records.

4. NO PROPERTY RIGHTS OR OWNERSHIP

4.1 No Transfer of Property Rights

No property rights, title, or ownership interest in trees, land, or forestry projects are created, conveyed, assigned or vested, directly or indirectly, through this subscription. All trees remain the property of Terraformation, other third parties or the landowner where planted. Your Unit Subscription Fee supports planting and Maintenance costs but does not provide you with a legal claim or property interest in specific trees or planting sites.

4.2 Land Ownership

Trees are planted on Terraformation-managed lands, partner lands, or third-party properties. All ownership rights to trees and land are retained by the respective landowners. This subscription does not grant you any rights or licenses of any kind, to enter, access, visit, or make decisions regarding planting sites.

5. ENVIRONMENTAL ATTRIBUTES AND CLAIMS

5.1 No Environmental Credits or Attributes

IMPORTANT: Subscriber acknowledges and agrees that no carbon credits, emissions reductions, allowances, biodiversity credits, renewable energy certificates, or other attributes that are associated with an alleged reduction or avoidance of pollutant emissions, including greenhouse cases (“Environmental Attributes”) (including any representation, tokenization or certification of the foregoing) are created, granted, transferred, or allocated to Subscriber through this subscription. All Environmental Attributes generated by or associated with planted trees, including but not limited to carbon sequestration, biodiversity benefits, and ecosystem services, remain exclusively with Terraformation, the landowner, or other designated parties.

5.2 Prohibition on Environmental Claims

Subscriber shall not make any carbon offset claims, carbon neutrality assertions, or net-zero claims based on this subscription. Subscriber may not use this subscription to substantiate or evidence any environmental or "green" claims regarding the impact on the environment of its products, services, processes, brands, or business.

5.3 Marketing Restrictions

Subscriber may not imply that this subscription offsets your environmental impact or provides you with any Environmental Attributes. Subscriber may not:
  1. Create, use, or display any logos, badges, or certifications suggesting, implying, or stating any environmental benefits from the Service;
  2. Use Terraformation’s name or logo without prior written permission, except as provided for and expressly permitted in Terraformation communications with Subscribers;
  3. Create derivative marks or materials that could imply endorsement from Terraformation or environmental certification;
  4. Display any “green” certifications or eco-labels based on the Service.
Subscriber acknowledges that environmental marketing claims are subject to increasing regulatory scrutiny globally, including but not limited to the United States Federal Trade Commission Green Guides, the Canadian Competition Bureau guidelines, the Green Claims Code in the United Kingdom, and European Union regulations on environmental claims. Subscriber is solely responsible for ensuring all communications comply with applicable laws and regulations. False or misleading environmental claims may result in regulatory action, fines, and reputational damage.

6. TREE PLANTING VERIFICATION

6.1 Photo Documentation

Terraformation will use commercially reasonable efforts to provide a representative photograph of trees planted through our program after approximately two (2) years following planting. This photograph represents trees from our general planting activities and may not depict a tree specifically funded by your subscription. Terraformation does not guarantee that the picture provided will be a specific tree planted from a particular Unit Subscription Fee; only that the Subscriber's money contributed to the planting of such trees.

6.2 Photo Limitations

Photos are provided for informational purposes only and may be taken at different times and locations within project areas. Photo delivery is subject to site accessibility, safety conditions, operational priorities, and local regulations. Failure to provide photos does not constitute a breach of these Terms and does not entitle Subscriber to any refund or credit.

7. FORCE MAJEURE AND TREE LOSS

7.1 No Liability for Unforeseeable or Natural Events

Terraformation is not liable for tree loss, damage, or mortality due to unforeseeable disease, pests, invasive species competition, drought, fire, floods, storms, excessive rainfall, irregular precipitation patterns, extreme weather events, ocean acidification effects, wildfires (whether naturally occurring or human-caused), climate change effects, landslides, erosion, severe soil degradation, wildlife browsing or grazing, natural disasters, acts of God, war, terrorism, civil unrest, vandalism, theft, intentional destruction, governmental actions, changes in law or regulation, labor disputes, strikes, unforeseeable labor market disruptions (including but not limited to strikes, the sudden unavailability of skilled forestry workers or tree planters, regulatory changes affecting worker eligibility or immigration status, mass workforce migrations, or unprecedented wage inflation), acts of third parties not under the control of Terraformation or any other circumstances beyond our reasonable control ("Force Majeure Events").

7.2 Mitigation Efforts Do Not Create Liability

While Terraformation and its partners employ industry best practices for site selection, species selection, planting techniques, and Maintenance protocols to maximize tree survival, these efforts do not create any warranty or guarantee of success. The implementation of risk mitigation strategies, including but not limited to firebreaks, pest monitoring, or irrigation systems, does not obligate Terraformation to prevent or compensate for losses that occur despite such measures.

7.3 No Replanting Obligation for Specific Trees

Notwithstanding Section 1.4, Terraformation is under no obligation to replant any specific or individual tree lost due to disease, natural causes, Force Majeure Events, or any other reason.Terraformation shall, in accordance with Section 1.4, use commercially reasonable efforts to maintain the total number of viable Saplings on an aggregate project basis. Terraformation shall determine, at its sole discretion and based on standard industry practice, when trees transition from Sapling to mature tree status considering site-specific conditions, species characteristics, growth rates, environmental factors, and seasonal variations.

7.4 No Right to Demand Replanting

Subscriber has no right to demand or request replanting of failed trees. Information about Terraformation’s general replanting practices is provided for transparency only and does not create any commitment.

7.5 Region Specific Maintenance

While Terraformation and its partners employ commercially reasonable practices for tree planting and Maintenance, we do not guarantee tree survival rates or specific environmental outcomes. Environmental projects are inherently subject to natural risks, and Subscriber accepts these risks as part of supporting reforestation efforts.

8. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERRAFORMATION PROVIDES THIS SERVICE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. TERRAFORMATION DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

9. LIMITATION OF LIABILITY

9.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERRAFORMATION'S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID TO TERRAFORMATION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Damages

IN NO EVENT SHALL TERRAFORMATION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF TERRAFORMATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Essential Purpose

The limitations in this Section 9 shall apply even if any limited remedy fails of its essential purpose.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Terraformation Inc. and our parent companies, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, employees, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Service; (ii) your violation of these Terms; (iii) your violation of any third-party right, including without limitation any intellectual property, property, or privacy right; or (iv) any claim that your use of the Service caused damage to a third party.

11. MODIFICATIONS TO TERMS

Terraformation reserves the right to modify these Terms at any time. We will provide you with at least thirty (30) days advance notice of any material changes to these Terms via email or through the Service. Your continued subscription after the effective date of the modified Terms constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cancel your subscription before the effective date of the modifications.

12. PROGRAM TERMINATION BY TERRAFORMATION

12.1 Unilateral Termination Right

Terraformation reserves the absolute and unconditional right to terminate the Tree-Planting Subscription Service program in whole or in part at any time, for any reason or no reason, in its sole and absolute discretion, without liability except as set forth in Section 12.2. Such reasons may include, but are not limited to, changes in business strategy, operational challenges, regulatory requirements, or economic conditions. Termination of the Service will automatically terminate your subscription.

12.2 Sole Remedy Upon Termination

Upon exercising its right to terminate the program, Terraformation shall, in its sole and absolute discretion, elect one of the following refund options described in Section 12.2.1 or 12.2.2 as the sole and exclusive remedy available to Subscriber:

12.2.1 Pro-Rata Refund. Terraformation may elect to refund only the pro-rated portion of any prepaid Monthly Payments for the period after the effective date of termination. Under the Pro Rata Refund option, Subscriber shall receive a refund only for the unused portion of their current billing period. No refund is provided for any Unit Subscription Fees or Monthly Payments used for trees already planted.

12.2.2. Full Refund. Terraformation may elect to refund the entirety of all Monthly Payments previously paid by Subscriber since the inception of their subscription to the Service. Upon the issuance of such refund, any and all Terraformation obligations under these Terms shall permanently cease, including but not limited to any Maintenance obligations. For the avoidance of doubt, Terraformation shall have no further responsibility for any trees planted in connection with the Service, regardless of such trees’ age, condition, location, or survival status, in accordance with Section 12.3.

12.3 No Continuing Obligations

Upon program termination by Terraformation: (i) all of Terraformation's obligations under these Terms immediately cease, including but not limited to any obligation to plant trees, provide photos, or maintain previously planted trees; (ii) Subscriber has no right to compel continuation of the Service; (iii) Subscriber waives any claims for damages, lost expectations, or reliance interests beyond the refund specified in Section 12.2; and (iv) any trees already planted remain subject to all ownership and environmental attribute provisions in these Terms

12.4 Termination Notice

Terraformation will use reasonable efforts to provide advance notice of program termination, but failure to provide such notice shall not affect Terraformation's right to terminate or create any liability beyond the refund obligation in Section 12.2.

13. GENERAL PROVISIONS

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms that is not subject to mandatory arbitration as described in Section 13.2 below, shall be brought exclusively in the federal or state courts located in New York, New York.

13.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Service shall first be subject to good faith negotiations between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the rules of the [International Chamber of Commerce (“ICC”)]. The arbitration shall be conducted by a single arbitrator and by video or telephone conference unless the arbitrator determines an in-person hearing is necessary. If an in-person hearing is necessary, the hearing will take place in New York, New York. Judgment on any award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

13.3 Class Action Waiver

YOU AND TERRAFORMATION EACH AGREE THAT BY ENTERING INTO THESE TERMS, EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION AGAINST THE OTHER IN A COURT OR IN ARBITRATION. FURTHER, YOU AND TERRAFORMATION EACH AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING

13.4 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Terraformation regarding the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter.

13.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

13.6 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

13.7 Electronic Communications

You consent to receiving electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

13.8 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Terraformation's prior written consent. Terraformation may assign these Terms without restriction.

13.9 Contact Information

For questions about these Terms or the Service, please contact:

Terraformation Inc. 73-4485 Kahilihili Street, Kailua-Kona, HI 96740 Email: subscriptions@terraformation.com


By subscribing to Terraformation's Tree-Planting Subscription Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.