Last Updated: October 25, 2022

The following terms of use (“Terms of Use”) form a legal agreement between the Person visiting, browsing, accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Sites (such person, “you”) and CarbonTerra Limited (“CarbonTerra”) as of the earlier of: (a) the date you first access or use the Sites; and (b) the date that you become a Registered User (the “Effective Date”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITES. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE, PLEASE IMMEDIATELY CEASE ANY FURTHER USE OF THE SITES. YOU SHOULD PRINT A COPY OF THESE TERMS OF USE FOR FUTURE REFERENCE.

1. Definitions

Capitalized terms used and not otherwise defined in these Terms of Use have the meanings ascribed to them in Exhibit A (Glossary).

2. Acceptance

By: (a) accessing or using the Sites; or (b) become a Registered User, which may include indicating your acceptance of these Terms of Use by [clicking “I Accept”] as part of the registration process, you confirm that you have read, understood, accepted and agree to be bound by and comply with these Terms of Use as updated from time to time in accordance with Section 3. By taking any of the foregoing actions, you represent and warrant to CarbonTerra that: (i) you have the capacity to enter into this binding legal agreement; and (ii) all information supplied by you to CarbonTerra is true, accurate, and complete. If you are using the Sites on behalf of another Person, you represent and warrant to CarbonTerra that you have the authority to bind such Person to these Terms of Use as updated from time to time in accordance with Section 3.

3. Changes
   • CarbonTerra reserves the right to change these Terms of Use, the Privacy Policy, and any other terms incorporated by reference herein, at any time by posting a new version to the Sites. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Sites. Your continued access to or use of the Sites after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly in order to be aware of any such modifications.
   • CarbonTerra reserves the right to change, withdraw, suspend or terminate the Sites at any time without notice. CarbonTerra will not be liable if your access to the Sites is restricted or the Sites are not available to you at any time, for any period, and for any reason.
   • CarbonTerra reserves the right to suspend, deactivate, or replace a MyTerra Account at any time and for any reason.
4. Your MyTerra Account

You must be a Registered User in order to access the MyTerra Platform. As part of the registration process, you will be required to provide certain information to CarbonTerra, including your name, email address, farm name, and geographic location (collectively, “Registration Information”) and to select a password. You are responsible for maintaining the confidentiality of your password and MyTerra Account and for all use of your password and MyTerra Account. You agree to: (a) immediately notify CarbonTerra of any actual or suspected unauthorized use of your password or MyTerra Account; and (b) ensure that you log out of your MyTerra Account at the end of each session. You agree that CarbonTerra will not be liable for any loss or damage arising from your failure to keep your password or MyTerra Account secure.

5. Assessment

The MyTerra Platform allows Registered Users to provide CarbonTerra with additional information, such as information about the land that you own (collectively, “Assessment Information”), for the purpose of assessing carbon credits and/or providing agronomic recommendations. Nothing in these Terms of Use will obligate either Party to enter into a Commitment Agreement. Without limiting the foregoing, undertaking any of the following actions will not obligate either Party to enter into a Commitment Agreement: (a) providing the Sites; (b) accessing or using the Sites; (c) becoming a Registered User; (d) issuing a MyTerra Account; (e) submitting Assessment Information to CarbonTerra; (f) evaluating Assessment Information; or (g) [providing an estimate of credits].

6. Your Use of the Sites
   • You will not (and will not permit any other Person to):
     • share, transfer or otherwise provide access to your MyTerra Account to another Person;
     • sub-license, publish, market, advertise, sell, rent, lend, lease or in any way distribute the Sites or any intellectual property rights therein, or otherwise make the Sites available to others;
     • remove or obscure any proprietary notices or labels on the Sites, including brand, copyright, trademark and patent or patent pending notices;
     • use the Sites to permit timesharing or service bureau use;
     • access or use the Sites for the purpose of building a similar or competitive product or service;
     • access or use Content on or in the Sites that is not intended for you;
     • access or use the Sites in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Sites, or for any purpose or in any manner not expressly permitted in these Terms of Use;
     • perform any vulnerability, penetration or similar testing of the Sites;
     • attempt to gain unauthorized access to the Sites, or to circumvent, bypass or violate the security of the Sites;
     • copy, Modify, reverse engineer, reverse assemble, disassemble, or decompile the Sites or any part thereof or otherwise attempt to discover any source code;
     • disable, overly burden, impair, or otherwise interfere with servers or networks connected to Sites; or
     • use the Sites to send, upload, collect, transmit, store, use, post, publish or otherwise communicate any Content that: (A) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (C) is false, intentionally misleading, or impersonates any other person; (D) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (E) is harmful to minors in any way or targeted at minors; (F) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (G) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability.
   • Without limiting the foregoing, you represent and warrant to and covenant with CarbonTerra that your use of the Sites will not:
     • in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy;
     • in any manner violate the terms and conditions of any third-party website that is linked to the Sites;
     • include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in CarbonTerra’ sole discretion;
     • involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;
     • involve, provide, or contribute any false, inaccurate, or misleading information;
     • include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms of Use;
     • involve impersonating or attempting to impersonate CarbonTerra, a CarbonTerra employee, another user of the Sites, or any other Person (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
     • transmit, or procure the sending of, any advertisements or promotions without CarbonTerra’s prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
     • encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Sites, or which, as determined by CarbonTerra, may harm CarbonTerra or users of the Sites or expose them to liability;
     • cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
     • promote any illegal activity, or advocate, promote, or assist any unlawful act; or
     • give the impression that they originate from or are endorsed by CarbonTerra or any other Person, if this is not the case.
   • You will accept all patches, bug fixes and updates made by or on behalf of CarbonTerra to the Sites.
   • CarbonTerra may, at its discretion:
     • suspend your access to or use of the Sites:
       • for scheduled maintenance;
       • if you violate any provision of these Terms of Use; or
       • to address any emergency security concerns;
     • Modify the Sites; and
     • engage third parties to provide the Sites.

7. Intellectual Property Rights; Reservation of Rights
   • You retain all ownership and intellectual property rights in and to your User Information. You grant to CarbonTerra a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, fully paid-up right to access, collect, use, process, Modify, store, transfer, disclose and transmit the User Information to: (i) provide the Sites; (ii) improve and enhance the Sites and other products or services offered by CarbonTerra and its Affiliates; (iii) collect and analyze data and other information relating to the provision, use and performance of the Sites and related systems and technologies; and (iv) produce data, information and other materials (such as usage data) that are not identified as relating to a particular individual or company (such data, information and materials, “Aggregated Data”). CarbonTerra will own all Aggregated Data and may use, process, store, disclose and transmit Aggregated Data for any purpose and without restriction or obligation to you of any kind. You hereby assign and transfer to CarbonTerra, and agree to assign and transfer to CarbonTerra, as and when created, all rights in any User Information contained in the Aggregated Data that may be owned by you to the extent that any such rights have not automatically and immediately vested in CarbonTerra.
   • CarbonTerra will own all Collected Information and may use, process, store, disclose and transmit Collected Information for any purpose and without restriction or obligation to you of any kind. You hereby assign and transfer to CarbonTerra, and agree to assign and transfer to CarbonTerra, as and when created, all rights in any Collected Information that may be owned by you to the extent that any such rights have not automatically and immediately vested in CarbonTerra.
   • You acknowledge and agree that your access to or use of the Sites may involve downloading copies of Content from the Sites to your personal device. Subject to your compliance with these Terms of Use, CarbonTerra grants you a limited, revocable, non-exclusive, non-assignable and non-transferable license to access, display, review, download and print single copies of Content made available to you on or through the Sites.
   • CarbonTerra or its licensors and third party suppliers, as applicable, retain all ownership and intellectual property rights in and to: (i) the Sites; (ii) anything developed or delivered by or on behalf of CarbonTerra under these Terms of Use; and (iii) any Modifications to the foregoing (i) and (ii).
   • The Sites are made available or licensed and not “sold” to you and are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any part of the Sites, or sharing or granting access in any of the foregoing to any third party for any purpose.
   • To the extent that you submit ideas, suggestions, documents, or proposals regarding the Sites to CarbonTerra (“Feedback”), you acknowledge and agree that:
     • the Feedback does not contain confidential or proprietary information and CarbonTerra is not under any obligation of confidentiality with respect to the Feedback;
     • CarbonTerra will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) the Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to you for such use;
     • you waive any moral rights or other rights of authorship in the Feedback as a condition of submitting the Feedback.
   • Any trademarks, trade names, domain names, graphics or logos appearing on or in the Sites, including “MyTerra”, “CarbonTerra”, “Atlas”, “Agronomax”, “Agraterra” (collectively, “Marks”) are the exclusive property of CarbonTerra, CarbonTerra’s Affiliates, or CarbonTerra’s third-party suppliers. You may not use the Marks any manner without CarbonTerra’s express written consent.
   • All rights not expressly granted by CarbonTerra to you under these Terms of Use are reserved.
8. Privacy
   • Privacy Policy. The terms of CarbonTerra’s privacy policy located at https://carbonterra.com/privacy-policy/ (the “Privacy Policy”) are incorporated into these Terms of Use by reference.
   • Personal Information. You agree that CarbonTerra may access, use, collect, store and disclose your Personal Information: (a) to comply with Privacy Laws; and (b) for the purposes authorized under these Terms of Use, including the Privacy Policy incorporated by reference herein. You understand that CarbonTerra will handle your Personal Information in accordance with the Privacy Policy. You represent and warrant to and covenant with CarbonTerra that you have and will continue to maintain all necessary authority and consent under applicable Privacy Laws to transfer Personal Information to CarbonTerra for the purposes described in these Terms of Use, including the Privacy Policy incorporated by reference herein.
   • Communications Not Confidential. CarbonTerra cannot guarantee the confidentiality of any communications made in or through the Sites or the security of Personal Information communicated over the Internet, public networks or otherwise transmitted to the Sites. If you choose to transmit Personal Information, you do so at your own risk. CarbonTerra is not responsible for circumvention of any privacy settings or security measures contained on the Sites.
9. Additional Terms

Your access to and use of certain functionalities provided in or through the Sites may be subject to additional terms and conditions presented to you by CarbonTerra, CarbonTerra’s Affiliates or CarbonTerra’s service providers. Such additional terms and conditions are incorporated herein by reference.  If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.

10. Confidential Information
    • “Confidential Information” means non-public or proprietary information of a Party (the “Disclosing Party”), regardless of form (oral, written, database or electronic), or whether it is marked “confidential”, that is disclosed or made available to, or that comes into the possession of, the other Party (the “Receiving Party”), either directly or indirectly, through any means of communication or by observation, in connection with or as a result of entering into these Terms of Use. Confidential Information includes: (i) information relating to the Disclosing Party and its investors, Affiliates or any customer of or supplier or lender to the Disclosing Party and its Affiliates; and (ii) any summaries, notes, analyses, compilations, studies or other records that contain or otherwise reflect or have been generated, wholly or partly, or derived from such information. Except with respect to Personal Information, Confidential Information does not include: (a) Collected Information; (b) Aggregated Data; (c) Feedback; or (d) information that: (I) is, or prior to the time of disclosure becomes, generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives; (II) is received from an independent third party who had obtained the information lawfully and was under no obligation of secrecy or duty of confidentiality; (III) the Receiving Party can show was in its lawful possession before it received such information from the Disclosing Party; or (IV) the Receiving Party can show was independently developed by it or on its behalf.
    • Confidentiality Covenants. Except as otherwise provided in these Terms of Use, the Receiving Party hereby agrees that during the Term and at all times following the Term it will not: (i) disclose Confidential Information of the Disclosing Party to any third party except such recipients as the Disclosing Party may approve in writing; (ii) use Confidential Information of the Disclosing Party except to exercise its rights or perform its obligations under these Terms of Use; or (iii) alter or remove from any Confidential Information of the Disclosing Party any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information.  Those precautions will be at least as great as the precautions that the Receiving Party takes to protect its own Confidential Information of a similar type.
    • Exceptions to Confidentiality. Notwithstanding anything to the contrary in these Terms of Use, the Receiving Party may disclose the Disclosing Party’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such Persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of CarbonTerra, to: (A) CarbonTerra’s personnel and Affiliates; and (B) potential assignees, acquirers or successors of CarbonTerra if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of CarbonTerra.
11. Warranty; Disclaimer; Indemnity
    • Personal Information Warranty. You represent and warrant to, and covenant with CarbonTerra that the User Information, Registration Information, Assessment Information and Feedback that you provide to CarbonTerra or transmit, load, or enter into the Sites will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable CarbonTerra to the collect, access, use, store, disclose and otherwise transmit Personal Information in accordance with these Terms of Use.
    • GENERAL DISCLAIMER. CARBONTERRA DOES NOT WARRANT THAT THE AVAILABILITY OF THE SITES WILL BE UNINTERRUPTED, THAT THE SITES WILL BE ERROR FREE, OR THAT ALL ERRORS IN THE SITES CAN OR WILL BE CORRECTED; NOR DOES CARBONTERRA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITES.  EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, THE SITES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CARBONTERRA TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CARBONTERRA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SITES.
    • DISCLAIMER OF WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CARBONTERRA HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CARBONTERRA EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SITES IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.  
    • You will defend, indemnify and hold harmless CarbonTerra, CarbonTerra’s Affiliates, and the employees, officers, directors, agents, contractors, successors, and assigns of CarbonTerra and its affiliates (collectively, the “Indemnitees”), against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) User Information; (ii) Feedback; (iii) your use of or access to the Sites, including any use of the Sites in combination with any third party software, application or service; (iv) your breach of any provision of these Terms of Use; or (v) your violation of any law or the rights of a third party (including intellectual property rights). You will fully cooperate with the applicable Indemnitees in the defense of any claim that you defend pursuant to your indemnification obligations under these Terms of Use and will not settle any such claim without the prior written consent of CarbonTerra.  
12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARBONTERRA BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT CARBONTERRA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SITES OR THESE TERMS OF USE.

FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CARBONTERRA’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF THE SITES, EXCEED THE LESSER OF: (A) THE AMOUNT OF FEES PAID BY YOU TO CARBONTERRA IN CONNECTION WITH YOUR USE OF THE SITES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

13. Third Party Promotions, Content, Websites or Services

The Sites may provide you with access to third party promotions and offers through links, third party content, websites, or services. Likewise, CarbonTerra may allow you to access the Sites from third party systems. CarbonTerra does not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems (including any offers or promotions) are not under CarbonTerra’s control. If you choose to access any such content, websites, or services, or to access the Sites from such systems, you do so entirely at your own risk.

14. Your Computer System

Downloading and viewing Content is done at Your own risk. CarbonTerra does not guarantee or warrant that the Sites are compatible with your computer system or that the Sites, or any links from the Sites, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Sites.

15. Term and Termination
    • Term. These Terms of Use will commence on the Effective Date and continue to be in effect until terminated by either Party in accordance with the provisions of these Terms of Use (the “Term”).
    • Termination for Convenience. Either Party may terminate these Terms of Use at any time by providing advance written notice of not less than 30 days to the other Party.
    • Termination for Cause. CarbonTerra may, in addition to other relief, suspend or terminate these Terms of Use if You commits a material breach of any provision of these Terms of Use and fail to correct such material breach within 15 calendar days of receiving notice of such breach.
16. Survival

The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Section 7 (Intellectual Property Rights; Reservation of Rights), Section 8 (Privacy), Section 9 (Additional Terms), Section 10 (Confidential Information), Section 11 (Warranty; Disclaimer; Indemnity), Section 12 (Limitation of Liability), Section 13 (Third Party Promotions, Content, Websites or Services), Section 14 (Your Computer System), this Section 16 (Survival), and Section 17 (General Provisions).

17. General Provisions
    • Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. To provide you with notice, CarbonTerra will: (a) send such notice to the email affiliated with your MyTerra Account; or (b) post such notice to the Sites. You are responsible for updating your MyTerra Account to ensure that the email affiliated with your MyTerra Account is current.  To provide CarbonTerra with notice, you will send such notice to the following address:

CarbonTerra may update its contact information by providing you with notice of such updates.

• Assignment. You will not assign, transfer, sub-license or subcontract these Terms of Use, or any of Your rights or obligations under these Terms of Use, to any third party without CarbonTerra’s prior written consent.  CarbonTerra may assign, transfer, sub-license or subcontract these Terms of Use, or any of its rights under these Terms of Use, to any third party without Your consent. Any assignment in violation of this Section will be void. these Terms of Use will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
• Choice of Law. These Terms of Use and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Saskatchewan and the applicable federal laws of Canada, without regard to conflicts of law principles.  The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent CarbonTerra from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
• Export Restrictions. You will comply with all export laws and regulations that may apply to Your access to or use of the Sites.
• Except as otherwise provided in these Terms of Use, the Parties’ rights and remedies under these Terms of Use are cumulative.  The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The term “Sites” means the “Sites or any component thereof”. The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of CarbonTerra in these Terms of Use means the right of CarbonTerra to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the Customer.
• Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in laws preventing or limiting the provision of the services.
• Any provision of these Terms of Use found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
• A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
• Independent Contractors. CarbonTerra’s relationship to You is that of an independent contractor, and neither Party is an agent or partner of the other.  Neither Party will have, and will not represent to any third party that it has, any authority to bind the other Party.
• Entire Agreement. These Terms of Use, including the Privacy Policy incorporated by reference herein, constitute the entire agreement between the Parties with respect to the subject matter of these Terms of Use and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
• English Language. It is the express wish of the Parties that these Terms of Use and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

18. Contact

If you have any questions regarding these Terms of Use, please contact CarbonTerra at privacyofficer@carbonterra.earth.

EXHIBIT A
GLOSSARY

Capitalized terms used in these Terms of Use have the following meanings:

• “Affiliate” means, in relation to any Person including you or CarbonTerra, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with, that Person. For the purpose of this definition, a Person will be deemed to control another Person if that Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of that other Person, whether by operation of law, by contract, through the ownership of voting securities or otherwise.
• “Aggregated Data” has the meaning set out in Section 3(a).
• “Assessment Information” has the meaning set out in Section 5.
• “CarbonTerra” has the meaning set out in the preamble to these Terms of Use.
• “Collected Information” means: (i) Registration Information; (ii) Assessment Information; (iii) all information collected by or on behalf of CarbonTerra in connection with a Commitment Agreement; and (iii) any works derived from, and any intellectual property rights in, any of the foregoing.
• “Commitment Agreement” means any agreement entered into between you and CarbonTerra regarding the transfer and sale of any carbon credits, emission offsets, or similar assets.
• “Confidential Information” has the meaning set out in Section 10(a).
• “Content” means interfaces, functionality, graphics, images, videos, audio, text, data, documentation, and other information.
• “Disclosing Party” has the meaning set out in Section 10(a).
• “Effective Date” has the meaning set out in the preamble to these Terms of Use.
• “Feedback” has the meaning set out in Section 3(d).
• “Marks” has the meaning set out in Section 7(e).
• “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
• “MyTerra Account” means an account issued by CarbonTerra to a user of the Sites that has completed the MyTerra Platform registration process.
• “MyTerra Platform” means CarbonTerra’s carbon credit and precision agriculture platform for Registered Users.
• “Parties” means you and CarbonTerra and “Party” means you or CarbonTerra as the context requires.
• “Person” means a natural person, a corporation, a partnership, a limited partnership, a joint venture, an association, a trust, a governmental authority or an unincorporated organization.
• “Personal Information” means any information about an identifiable individual, such as a name, an identification number, location data, or an online identifier.
• “Privacy Laws” means applicable federal, provincial and local laws, rules and regulations concerning the privacy and security of Personal Information.
• “Privacy Policy” has the meaning set out in Section 8(a).
• “Receiving Party” has the meaning set out in Section 10(a).
• “Registered User” means a user of the Sites with a MyTerra Account.
• “Registration Information” has the meaning set out in Section 4.
• “Sites” means any: (i) CarbonTerra website, including com; (ii) applications made available by CarbonTerra from time to time via a CarbonTerra website or in any app store for use on mobile devices, tablets, personal computers or other devices; (iii) Content offered on or through any of the foregoing, including the MyTerra Platform; and (iv) Modifications to any of the foregoing.
• “Term” has the meaning set out in Section 13.
• “Terms of Use” has the meaning set out in the preamble to these Terms of Use.
• “User Information” means any Content that you transmit, load, or enter into the Sites, including, but not limited to Personal Information, but excluding all Aggregated Data, Collected Information and Feedback.
• “you” has the meaning set out in the preamble to these Terms of Use.