Indigo Carbon - Purchase Terms and Conditions

THESE TERMS AND CONDITIONS (these “Terms”) apply to any transaction for the purchase of a Carbon Offset between Indigo Carbon PBC, a Delaware public benefit corporation (“Indigo”), and the customer agreeing to purchase such Carbon Offset from Indigo (“Customer”). Any purchase of any Carbon Offset from Indigo by Customer will be deemed to be acceptance of these Terms by Customer.

Purchase and Sale of Carbon Offsets. Each carbon offset purchased by Customer from Indigo (a “Carbon Offset”) represents the sequestration of, or reduction of emissions in, carbon or other greenhouse gasses by approximately one (1) metric ton. All prices quoted include sales taxes and other local levies. Customer acknowledges that any Carbon Offset purchased from Indigo may not be immediately available at the time of purchase and, in such event, Indigo shall, within one year from the date of Customer’s date of purchase of the Carbon Offset, provide Customer with reasonable proof of actions that demonstrate that the promised quantity of carbon emissions has been reduced or sequestered (“Evidence of Offset”). Evidence of Offset may be, but is not required to be nor limited to, the transfer of an independent third party-verified carbon credit (a “Carbon Credit”) from Indigo to Customer. In the event Indigo cannot present Evidence of Offset to Customer within one (1) year from the purchase date of the applicable Carbon Offset, Customer may demand that Indigo present such Evidence of Offset within ten (10) days of such notice or otherwise refund the amount paid by Customer for such Carbon Offset. Failure by Customer to make demand of Evidence of Offset within eighteen (18) months of the Carbon Offset purchase date will constitute a waiver by Customer of any right to a refund for the applicable Carbon Offset purchased. Indigo will honor any refund request by Customer received within thirty (30) days from the date of purchase of the Carbon Offset. As used herein, the date of purchase or purchase date of a Carbon Offset is the date that Customer makes payment to Indigo of such Carbon Offset.

Nature of Purchase. Customer understands that Indigo is not, nor does it hold itself out to be, a non-profit organization under Section 501 of the Internal Revenue Code. As such, Customer understands that its purchase of any Carbon Offset is not a tax-deductible purchase.

Support for Beneficial Agriculture. Customer’s purchase of Carbon Offsets will help support the efforts of Indigo and its affiliates to promote beneficial agriculture and sustainable agricultural practices by third parties and to promote the sequestration or reduction of carbon and other greenhouse gases from agricultural lands by third parties.

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 Tennessee, 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 PROCEEDI