TERMS AND CONDITIONS FOR SALES AND DONATIONS

TABLE OF CONTENTS:

1. 1. GENERAL PROVISIONS
   2. ORDER ACCEPTANCE AND CANCELLATION
   3. PRICES AND PAYMENT TERMS
   4. DELIVERY; TITLE AND RISK OF LOSS
   5. NO RETURNS OR REFUNDS
   6. MANUFACTURER’S WARRANTY AND DISCLAIMERS
   7. LIMITATION OF LIABILITY
   8. GOODS NOT FOR REASALE OR EXPORT
   9. PRIVACY
   10. FORCE MAJEURE
   11. GOVERNING LAW AND JURISDICTION
   12. ASSIGNMENT
   13. ANTI MONEY-LAUDERING
   14. NO WAIVERS
   15. NO THIRD-PARTY BENEFICIARIES
   16. NOTICES
   17. SEVERABILITY
   18. ENTIRE AGREEMENT

§ 1. GENERAL PROVISIONS

• • THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
  • THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
  • BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
  • YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH TERGO, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
  • These terms and conditions (these “Terms”) apply to the purchase and sale of products and services or donations through tergo.io (the “Site”). These Terms are subject to change by Tergo, LLC and our affiliates and subsidiaries (“us”, “we”, “our”, or “TerGo” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy before placing an order for products or services through this Site (see 49).

§ 2. ORDER ACCEPTANCE AND CANCELLATION

• • You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the products and services you have ordered.

§ 3. PRICES AND PAYMENT TERMS

• (a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices may not include taxes or delivery charges. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
• (b) Subscription services are available through our Site. Subscription services will be automatically charged to the billing information provided by you when you agree to a subscription. Subscription services will continue billing until cancelled by you. You can cancel subscription services by logging into the Site and updating your profile.
• (c) We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
• (d) You are responsible for your tax liabilities in all relevant jurisdictions arising from a purchase or donation made through this site. We make no representation that any donation or purchase will reduce your tax liability.
• (e) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We partner with third-party payment processors to facilitate online payment. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.

§ 4. DELIVERY; TITLE AND RISK OF LOSS

• (a) We will arrange for delivery of the products and services to you or for you. Orders for carbon credits or Voluntary Emission Reductions (VER) are typically delivered via confirmation email after payment is received, and the confirmation email may include a link, an attached, or an inline certificate. Donations are allocated by us to entities to perform environmental activities intended to improve environmental conditions. It is impossible to measure the actual reduction of carbon dioxide reduction or environmental impact that a particular activity has on the environment. We do not guarantee the amount of benefit to the environment or effectiveness in reducing carbon dioxide emission of these environmental activities undertaken by us or affiliated entities.
• (b) VER units are generated according to the VER Standard, which is maintained in its current form at https://tergo.io/your-carbon-footprint/vers/. The VER Standard may change over time with developments in knowledge and technology. One VER is intended to reduce carbon dioxide emissions by 1,000 kg, though we cannot guarantee issuer of VER will perform environmental activities that result in reduction of carbon dioxide emissions by the exact amount intended.
• (c) Title and risk of loss pass to you upon our transfer of the carbon offset products or VER products to you by email. Delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in delivery.

§ 5. NO RETURNS OR REFUNDS

Carbon credits and carbon offsets cannot be un-retired, which ensures that credits cannot be used more than once. Similarly, VERs represent a promise by the issuer that they have performed or will perform environmental activities intended to reduce that amount of carbon dioxide into the atmosphere. VERs cannot be reassigned once they are purchased, which ensures that only one purchase will be matched to a particular environmental activity or portion thereof. All sales of products and services or donations made through the Site are final, non-returnable, and non-refundable.

§ 6. MANUFACTURER’S WARRANTY AND DISCLAIMERS

The availability of products or services through our Site does not indicate an affiliation with or endorsement of any product, service or source. Accordingly, we do not provide any warranties with respect to the products or services offered on our Site. However, the products and services offered on our Site are covered by the manufacturer’s warranty as detailed in the product’s description on our Site and included with the product.

ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

§ 7. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.

The limitation of liability set forth above shall only apply to the extent permitted by law.

§ 8. GOODS NOT FOR REASALE OR EXPORT

You represent and warrant that you are buying products or services from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

§ 9. PRIVACY

We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

§ 10. FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

§ 11. GOVERNING LAW AND JURISDICTION

This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

§ 12. ASSIGNMENT

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

§ 13. ANTI MONEY-LAUDERING

You may be obliged by the us to provide additional information required in accordance with the law, including in particular applicable laws on counteracting money laundering and terrorist financing (such as, among others, the source of funds from payments). If you refuse to provide such information or fail to fulfill such an obligation, we may at our sole discretion take all possible remedial measures, including refusing to accept payment or suspend transfers until the matter is resolved.

§ 14. NO WAIVERS

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of TerGo.

§ 15. NO THIRD-PARTY BENEFICIARIES

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

§ 16. NOTICES

• (a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
• (b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, overnight courier, or registered or certified mail to:
• Tergo, LLC
• 8 The Green, Suite B
• Dover, Delaware 19901
• or (ii) by email to [email protected]. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

§ 17. SEVERABILITY

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

§ 18. ENTIRE AGREEMENT

Our order confirmation, these Terms, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.