Terms and Conditions

Last Revised on October 26, 2020

These terms and conditions govern the sale of CIBO Carbon Credits as defined below between the sellers (collectively, the “Seller”) and the purchaser specified on the Confirmation Page (“Buyer”), (each a “Party” and collectively the “Parties”), in each case identified on the CIBO Impact App (as defined below) page confirming the terms of the transaction (“Confirmation Page”) on the date indicated on the confirmation page (the “Offset Transaction”).  In the event of an inconsistency between the information contained on the Confirmation Page and these terms and conditions, the Confirmation Page will govern.

1.      Sale and purchase, RETIREMENT, and payment

1.1         Sale and Purchase.  Seller will sell and Buyer will purchase the intangible tradable instruments, each representing greenhouse gas sequestration of one (1) metric tonne of carbon dioxide equivalent (each a “CIBO Carbon Credit”) identified on the confirmation page.  Buyer will pay the amount per CIBO Carbon Credit (the “Price”) identified on the Confirmation Page.

1.2         CIBO Carbon Credits. Each CIBO Carbon Credit is issued by CIBO Technologies, Inc. (the “Service Provider”) on the CIBO Impact App or its successor (the “CIBO Impact App”), quantified in accordance with the CIBO Carbon Credit Quantification and Verification Process, as amended or replaced (the “Protocol”) and verified by CIBO Carbon Credit Quantification and Verification Process, as amended or replaced (the “Verifier”).  Information about the source of each of the underlying CIBO Carbon Credit is set out in the Confirmation Page.

1.3         Payment.  Buyer will pay Service Provider an amount equal to: the product of (i) the Price; multiplied by (ii) the quantity of CIBO Carbon Credits (the “Purchase Price”); plus (iii) a services fee equal to 5% of the Purchase Price (the “Sale Price”), in each case as specified on the Confirmation Page.  Payment of the Sale Price will be made via credit card or debit card upon execution of this Agreement.

1.4         Delivery and Retirement Mechanics.  Purchaser has elected on the Confirmation Page to either retire the credits in accordance with CIBO Impact App rules, or have the CIBO Carbon Credits transferred to its account on the CIBO Impact App.

2.      General PROVISIONS

2.1         No Warranty.  Seller makes no warranty of fitness for a particular purpose or warranty of merchantability for the CIBO Carbon Credits.

2.2         Governing Law, Jurisdiction and Waiver of Trial.  This Offset Transaction will be governed by and construed in accordance with the laws of the State/Commonwealth of Massachusetts.   Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State/Commonwealth of Massachusetts to resolve any dispute arising out of or in connection with this Offset Transaction.  EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.