Carbon by Indigo - Purchase Terms and Conditions

THESE TERMS AND CONDITIONS (these “Terms”) apply to any transaction between Indigo Carbon PBC, a Delaware public benefit corporation (“Indigo”), and the customer agreeing to purchase a carbon credit from Indigo (“Customer”). Any purchase of any Carbon Offset from Indigo by Customer through the Indigo website or platform will be deemed to be acceptance of these Terms by Customer. Any order accepted by Indigo shall be subject to these Terms, which supersede and override any other terms stipulated, incorporated or referred to by Customer in any course of dealing between Indigo and Customer.

Carbon Credits. Each carbon credit purchased by Customer from Indigo (a “Carbon Credit”) represents the sequestration of, or reduction of emissions in, carbon or other greenhouse gasses by approximately one (1) metric ton. Each Carbon Credit is registered with an independent, third party registry (the “Registry”). The current Registry is the Climate Action Reserve; however, Indigo reserves the right to use other Registries in the future. The Carbon Credit will be represented in the form of a certificate issued by Indigo that certifies the purchase (the “Certificate”). The Certificate is issued solely by Indigo and is not endorsed by any third party, such as the Registry. It is acknowledged that Indigo continuously generates Carbon Credits on an annual basis through its Carbon by Indigo program. The process of Carbon Credit verification, generation, issuance and retirement can take up to one (1) year from the date of sale. Except for large volume purchases, as contemplated below, Customer will not receive unique serial numbers for any Carbon Credits purchased hereunder. Retirement. Except as set forth herein, all Carbon Credits purchased hereunder shall be retired by Indigo at the Registry under the name of Indigo as a batch retirement. Retirements will occur in batches from time to time, with timing in Indigo’s discretion, but in no event later than one (1) year from purchase. No Carbon Credit may be re-sold or transferred by Customer. Customer will not take possession or title to any Carbon Credit.  

Large Volume Purchases. In the event Customer purchases 500 or more Carbon Credits in a single transaction, Customer shall have the option to have such Carbon Credits retired at the Registry (i) anonymously, or (ii) in the name of the Customer. All Registry retirements are public information. Customer must notify Indigo of its option promptly after purchase. If Customer does not notify Indigo of its choice or Indigo is unable to reach Customer to confirm Customer’s option within fifteen (15) calendar days, Customer will be deemed to have chosen to have the Carbon Credits retired in the name of Customer. In addition, Customer may have the option to issue a publicly displayed statement for “Retirement Reason Details”. Subject to reasonable limitations on appropriate length and content, Indigo will use the statement provided by Customer if communicated to Indigo within fifteen (15) calendar days of the purchase. If Customer fails to provide Indigo with a reasonably acceptable statement within such time period, Indigo, at its sole option, will leave such statement blank or provide a generic statement. Indigo will provide Customer will unique serial numbers to identify the specific Carbon Credits at the Registry. This section shall only apply to purchase volumes in excess of 500 Carbon Credits in a single transaction. 

IMPORTANT NOTE: Except for large volume purchases, the Carbon Credits purchased hereunder will be retired in Indigo’s name in a batch. As such, the purchase of a Carbon Credit will not be specifically associated to the Customer at the Registry and Customer will not be able to make any claims relating to the offset represented by the Carbon Credit or the Certificate for purposes of GHG accounting or other similar benefits, claims, credits, etc. The Carbon Credits purchased hereunder will not satisfy the requirements of most Carbon Neutrality Standards.

California Disclosures. Please see [LINK] for important disclosures regarding the Carbon Credits.

Taxes. All prices quoted exclude sales taxes and other levies or taxes of any applicable jurisdiction, which shall be applied to the purchase price.

Credit Card Processing. Customer represents and warrants to Indigo that Customer has the right to use any credit card submitted in connection with a transaction for the purchase of Carbon Credits. Customer approves and grants Indigo the right to process the purchase by the credit card submitted to Indigo, which includes, without limitation, the right to provide credit card information and the associated name and shipping/billing address to third parties for the purpose of processing and facilitating the transaction.

Sales Final. All sales are final. No returns or refunds will be provided. Notwithstanding the foregoing, Indigo may, in its discretion, cancel a sale due to user error if Customer notifies Indigo within twenty-four hours after the purchase.

Data; Privacy Policy. By transacting with Indigo, Customer acknowledges and agrees that Indigo may collect certain data about Customer, including, without limitation, contact information and personal data (“Data”). Customer and Indigo agree that any Data collected by Indigo may be used by Indigo and is subject to the privacy policy set forth at https://www.indigoag.com/privacy-policy.

Assignment. Indigo may assign its rights and/or obligations under these Terms to any affiliate or any third party without Customer’s consent. Customer may not assign its rights and/or obligations under these Terms to any third party without Indigo’s prior written consent.

Waiver; Limitation of Liability. EXCEPT AS SET FORTH EXPRESSLY IN THESE TERMS, INDIGO MAKES NO WARRANTIES OF ANY KIND, WHETHER IMPLIED OR EXPRESS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  All Indigo estimates regarding the quantity of emissions reductions represented by Carbon Credits are subject to changes in law.  In no event shall either party be liable to the other party for indirect, special, incidental or consequential damages of any kind, including, without limitation, loss of revenues or profits.  In no event shall Indigo be liable for any failure to perform to the extent caused by or resulting from any cause or circumstance beyond its reasonable control and which it could not have reasonably prevented or overcome.  All damages shall be limited to actual damages only. In no event shall Indigo’s liability to Customer exceed the aggregate amount paid by Customer to Indigo for the purchase of Carbon Offsets over the period that is one-year before the initial date that the dispute arose.

Governing Law. These Terms, and the purchase by Customer of any product from Indigo under these Terms, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its provisions governing conflicts of laws.  Any dispute arising under these Terms shall be subject to mandatory arbitration in accordance with the rules of the American Arbitration Association, and the arbitrator’s decision shall be final and binding upon the parties. The parties hereto agree that (i) no arbitration proceeding hereunder or any dispute arising hereunder will be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purposed representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE ANY DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING.