Terms of Service

1. Acceptance

You agree to these Terms of Service and any applicable Additional Terms, as amended from time to time, by:

• Using or accessing our Platform and its Content and/or Services,
• Clicking 'Accept' when you create an account in our Platform,
• Signing an Order Form or any other agreement that refers to these Terms of Service,
• Continuing to use our Platform or Services after a change to these Terms of Service is posted on our website.

2. Contact Us

If you have questions or comments, you can reach us via the Contact Us section on our Platform.

3. Scope

These Terms of Service ('TOS') govern your use of our Platform, Services, and the Content on them (as defined below). Together with any Additional Terms that apply to you, they form a legally binding agreement between you and Pachama ('Agreement').

• Platform: our website (pachama.com) and any subdomain or API, URL, media form or channel, surveys, mobile application, online-based system, and software infrastructure used or made available by Pachama.
• Services: products and/or services we offer from time to time, whether paid or free of charge.
• Content: information, materials, and data made available in our Platform or as part of our Services, including, without limitation, text, instructional documents, software (such as DMRV, DCAB and CHM), templates, source codes, photographs, analytics, insights, models, graphics, music, sounds, videos, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and any other materials whether generated, derived or created by Pachama, provided by Users or third parties and/or collected from registry bodies and other public sources (collectively, the 'Content'). For clarity, Content includes any 'Derived Data', meaning any deliverables, work products, templates, models, outputs and/or supporting materials derived, generated or created from User Data provided by you in connection with our Services.
• Users: anyone using our Platform, such as investors and companies interested in nature based and carbon projects, project developers, and insurers, whether or not they pay for Services.

4. Parties

• You: personally and/or on behalf of an entity and the entity you represent, as applicable ('User' or 'you'); and
• Pachama: Pachama, Inc. ('Pachama', 'we', 'us', or 'our').

5. Additional Terms

Use of our Platform and Services may be subject to additional terms, to which you will be required to agree when applicable:

• Supplemental terms to these TOS applicable to specific parts of Content or Services ('Supplemental Terms');
• Order Form for paid Services and/or certain Services free of charge, with an attached Statement of Work; and
• Privacy Policy. In connection with the Platform and Services, we may collect and use personally identifiable information. By accepting these TOS you also agree to be bound by our Privacy Policy, as amended from time to time, and represent that you have read and understood its terms.

If there's a conflict between documents, the Order Form has the highest priority, followed by Supplemental Terms and Privacy Policy, then these TOS.

6. Effective Date

The TOS take effect when you accept them by any of the ways listed above.

7. Term and Termination

7.1

These TOS will remain in effect until terminated. They may terminate:

• If your account is inactive (without access) for six (6) months;
• If your account is suspended or terminated;
• For paid Services, immediately after all Services have been provided or the Order Form has been otherwise terminated under its terms;
• For free Services, immediately after they are discontinued or suspended by Pachama; or
• In other cases, described here or in the Additional Terms.

7.2

If you wish to terminate your account, please inform us through the Contact Us section on our website.

7.3

The following terms survive termination of this Agreement: (i) confidentiality obligations for a period of five (5) years; (ii) terms regarding ownership or intellectual property rights; (iii) any obligation you have to pay us or indemnify us; (iv) limitations on liability; (v) disclaimers; (vi) dispute resolution; and (vii) governing law.

7.4

Unless otherwise specified in the Agreement or in an applicable Order Form, upon termination of the Agreement, (i) Access Rights will immediately terminate, (ii) you and your employees, contractors and agents must immediately return (or destroy in compliance with best industry practices for the destruction of such information) Pachama's Confidential Information in your possession, custody or control; (iii) you shall pay any due outstanding fees, even if billed after termination.

8. Changes and Updates

8.1

We can modify or replace the TOS and Supplemental Terms from time to time by posting changes to our website. Specific terms of a valid Order Form may only be modified upon written agreement between the Parties.

8.2

If you continue to use the Services or Platform after changes are posted, you accept the new terms.

8.3

If you do not agree with the changes, you can stop using the Platform or terminate your account. For paid Services, you can object within ten (10) days. If no agreement is reached after thirty (30) days from receipt of your objection, you may terminate the Agreement, without further liability to either Party.

9. Third Party Integrations

We may use or incorporate in our Platform or Services, at our discretion, third-party services, products, features, tools, applications, or APIs ('Third Party Integrations'). Additional notices, terms, and conditions may apply to Third-Party Integrations. You agree to abide by all such terms in connection with your use of the Platform or Services. Our TOS don't override those third-party terms.

10. Access Rights

10.1

These TOS provide to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable right to ('Access Rights'):

• Use and access the Platform for as long as your account on our Platform is active; and
• Access and download (when available), during the Term, and use and store, during and after the Term, any Services and Derived Data delivered to you.

10.2

The rights in this Section are granted solely for your personal, internal business use consistent with the Agreement. Any Content, including any deliverables, work products, models, outputs and supporting materials therein, made available to you cannot be shared with or disclosed to any third party without our prior written authorization, except for your employees, contractors and agents bound to confidentiality provisions no less protective than those in the Agreement. You will be responsible for any breach of the Agreement by any employee, contractor or agent with which you share your access rights.

10.3

We may also suspend or terminate your access to the Platform, at our discretion, if the Platform or any applications therein is discontinued as well as for operational, legal or security reasons. Access to Services delivered under a valid Order Form will continue through the Term.

10.4

Despite the above, we can suspend your access to the Platform or Services and to any account linked to or affiliated to you, without liability, if we reasonably believe you have violated the Agreement or any material laws or regulations. If such breach is not curable or cured within thirty (30) days following notice to you, we may choose to terminate the Agreement and cancel your account, any account affiliated to you and any related Content. We may deny you any new access to our Platform or Services and take appropriate legal action.

10.5

All rights, title, and interest in and to the Platform, Content, and Services remain with us or our licensors.

11. User Obligations and Representations

11.1

You agree to not take any of the actions listed below, directly or indirectly, and to prevent your employees, managers and contractors from doing so, without our prior written authorization, except if expressly allowed in these TOS or in the Additional Terms:

• Distribute, publicly disclose, reproduce, sell, transfer, sublicense or otherwise disclose the Content and Services or grant access to the Platform to any third parties other than employees, contractors and agents bound to confidentiality provisions consistent with the Agreement;
• Copy, reproduce, adapt, combine, modify or create any derivative works of the Platform, Services or any of the Content;
• Use the Platform or Services to create any service, software, documentation or derivative works that performs substantially the same functionality or otherwise competes with or causes harm to our Services or other business operations, as well as to any revenue-generating endeavor or commercial enterprise undisclosed to Pachama;
• Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software source code, algorithms, trade secrets, or components underlying the Platform or Services;
• Circumvent, disable, or otherwise interfere with security-related features of the Platform or Services;
• Use or access the Platform, Services and Content for any unlawful or fraudulent purpose, or any purpose that otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law;
• Remove, obscure, deface, or alter any proprietary rights notices; and
• Adopt any conduct that could disrupt Platform access and Services, such as uploading files containing viruses.

11.2

You represent that:

• You are at least eighteen (18) years of age or the legal age of majority in your jurisdiction (whichever is greater);
• You have the legal capacity to agree to the Agreement;
• If you represent a legal entity, (1) you have the authority to bind the entity you represent to the Agreement; (2) the entity you represent is a duly organized, validly existing, and in good standing under the laws of the jurisdiction of its creation; and (3) all corporate authorizations or organization actions to execute this Agreement have been obtained;
• You own or otherwise have and will have the necessary rights and consents in and relating to all information and data you submit through our Platform or by any other means to us;
• All information and data you submit through our Platform or by any other means to us is and will be updated over time as needed so that it continues to be true, accurate, current, and complete and, if such information relates to a carbon project, to maintain its quality, integrity, legality, reliability, and appropriateness, for as long as the Agreement is in place;
• You will not access the Platform through automated or non-human means;
• You will not use the Platform for any illegal or unauthorized purpose or in any manner that violates Pachama's or third-party intellectual property rights, applicable laws, or regulations; and
• You will comply with all applicable export and reexport control laws and regulations as applicable.

12. Ownership and Intellectual Property Rights

12.1 User Proprietary Information

You own all rights, title, and interest, including all Intellectual Property Rights, in all 'User Data', corresponding to all information, materials or data provided to us by you, your employees, contractors and agents for the purpose of using the Services or the Platform. Your User Data does not include information provided to us directly by third parties, even if provided in connection with Services made available to you. You grant Pachama a non-exclusive, royalty-free, worldwide license to use and display your User Data and perform all acts with respect to it as needed for Pachama to perform this Agreement, provide and improve the Services and conduct research for developing new services.

12.2 Pachama Proprietary Information

We own, control or hold a license over all right, title, and interest, including all Intellectual Property Rights, arising out of, or associated with, in any jurisdiction, with the Platform, Services and Content, including Derived Data from your User Data. Except for the Access Rights granted to you, the Agreement does not transfer to you any Intellectual Property Rights or proprietary rights over the Platform, Services and Content, including Derived Data from your User Data, whether by implication, estoppel or otherwise.

12.3 Feedback

You may provide suggestions, comments, or other feedback relating to the Platform, Services or Content. We will have a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, distribute and incorporate any such feedback without obligation or restriction.

12.4 Intellectual Property Rights Definition

'Intellectual Property Rights' includes patents, copyrights, trademarks, rights to inventions, service marks, trade secrets, rights in know-how, logos, moral rights, business names and domain names, database rights, social media account or user names, whether or not trademarks, rights of publicity, rights of privacy and proprietary technology, and any other intellectual property rights recognized in any jurisdiction.

12.5 Use of Aggregated or Anonymized Data

In addition to the above, we may use aggregated, de-identified, anonymized data derived from User Data for benchmarking, analytics, and improving the Services, provided that no User Confidential Information or personal data is disclosed.

13. Confidential Information

13.1 Confidential Information

'Confidential Information' means any information obtained, accessed, disclosed, or learned in written or oral form from one Party that is designated as confidential or reasonably foreseeable to be deemed confidential, including without limitation such Party's proprietary information pursuant to the Ownership and Intellectual Property Section. Confidential Information will not include information or materials that is: (i) or becomes publicly available without breach to the Agreement; (ii) already in the other Party's possession and not subject to a confidentiality obligation; (iii) obtained by the other Party from any source without any obligation of confidentiality; (iv) Third Party Information; or (v) independently developed by the other Party without use of or reference to the disclosing Party's Confidential Information.

13.2 Protections

The Parties agree that: (a) it will use Confidential Information of the other Party solely for internal business purposes and in accordance with the provisions of this Agreement, except to the extent otherwise allowed under Sections 10 and 12; and (b) it will not share or disclose Confidential Information of the other Party, or permit it to be shared or disclosed, to any third party other than employees, contractors and agents without the disclosing Party's prior written authorization. Each Party will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorized use or disclosure of the Confidential Information, including by any of its employees, contractors and agents. The foregoing will apply during the Term and for five (5) years following termination of the Agreement.

13.3 Compelled Disclosure

A Party may disclose Confidential Information to the extent required by a governmental authority, court, law or regulation, provided that, to the extent permitted by law, it will promptly notify the other Party to allow intervention, and will cooperate to contest or minimize the scope of the disclosure and apply for a protective order.

13.4 Equitable Relief

Each Party acknowledges that Confidential Information may include valuable trade secrets and/or proprietary information and improper disclosure may cause the other Party irreparable harm that cannot be adequately remedied by monetary damages alone. Therefore, the non-breaching Party is entitled to seek immediate relief or other equitable remedies, without the need to post a bond or prove actual damages, in addition to any other remedies available to it at law or in equity.

14. Disclaimers

14.1

THE PLATFORM AND SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE'. WE AND OUR SUPPLIERS DO NOT MAKE ANY REPRESENTATIONS, NOR PROVIDE ANY WARRANT, EXPRESS OR IMPLIED, ON ANY CONTENT OR SERVICE, REGARDLESS OF ITS SOURCE. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

14.2

PACHAMA WILL NOT BE LIABLE FOR ANY INACCURACY OR INCONSISTENCY IN THE CONTENT ACCESSED THROUGH THE PLATFORM OR SERVICES. PART OF OUR CONTENT IS GATHERED FROM OR DERIVED FROM PUBLIC SOURCES, PROVIDED BY USERS AND THIRD PARTIES. WE REQUIRE SUCH PERSONS TO REPRESENT TO US THAT THE INFORMATION PROVIDED IS ACCURATE, COMPLETE AND UPDATED, BUT WE DO NOT GUARANTEE THAT SUCH INFORMATION IS UPDATED, COMPLETE, OR ERROR FREE.

14.3

UNLESS OTHERWISE EXPRESSLY STATED IN APPLICABLE ADDITIONAL TERMS, WE DO NOT COMMIT TO MAKE AVAILABLE ANY PARTICULAR CONTENT AVAILABLE AND WE RESERVE THE RIGHT TO DISCONTINUE ACCESS TO OUR PLATFORM AND/OR TO ANY CONTENT OR SERVICES AT ANY TIME. WE ALSO DO NOT WARRANT THAT THE PLATFORM WILL BE FREE OF BUGS, ERRORS, OR ACCESSIBLE WITHOUT INTERRUPTION.

14.4

WE ARE NOT RESPONSIBLE FOR OUTCOMES NOR ISSUES RELATING TO PROJECTS IN OUR PLATFORM AND/OR EVALUATED AS PART OF THE SERVICES, SUCH AS PROJECT PERFORMANCE, CREDIT CREDIBILITY, PROJECT DEVELOPMENT, REGISTRATION, DISCREPANCIES IN CREDIT PROJECTIONS OR OTHERS. THEREFORE, WE DISCLAIM ANY LIABILITY FOR DAMAGES OR LOSSES INCURRED AS A RESULT OF USING OR RELYING ON THE SERVICES, EXCEPT TO THE EXTENT THEY RESULT FROM FRAUD BY PACHAMA.

14.5

OUR EVALUATIONS, OUTCOMES AND FINDINGS USE ADVANCED SCIENTIFIC METHODS, EVALUATION METHODOLOGIES AND HIGH-QUALITY DATA AVAILABLE, WHICH ARE HOWEVER SUBJECT TO CHANGE, LIMITATIONS, ASSUMPTIONS AND RISKS.

15. Payments

15.1 Payment Terms

You may make purchases in connection with your use of the Platform and/or Services. The applicable fees and permitted payment methods will be specified in the Order Form at the time of order. All purchases and payment obligations are final and non-cancelable and there will be no refunds, credits, or cancellations except in case of termination due to Force Majeure or required by law.

15.2 Invoicing

Payment will be due upfront, payable within 30 days of receiving the invoice, except if otherwise provided in the Order Form.

15.3 Taxes

You will be responsible for all taxes, tariffs, levies, or duties applicable to your payment, excluding taxes applied against Pachama's net income. Fees are stated exclusive of such taxes, including value added tax or any sales tax, use tax, customs, duties or VAT, which will be added to our invoice(s) at the appropriate rate, as required. All amounts due under the Agreement must be paid by you in full regardless of any set-off, counterclaim, deduction or withholding.

15.4 Payment Processing

Upon placing an order, you agree to pay using the payment methods indicated and grant authorization to us and/or the applicable third-party payment-processor to charge your selected payment methods. We may use a third-party payment processor, selected at our discretion from time to time, to bill you for payments owed on the Platform. The processing of payments may be subject to the terms, conditions and privacy policies of the payment processor in addition to these TOS. We are not responsible for any error by the payment processor.

15.5 Other terms

We may suspend the Services and Access Rights and/or terminate the Agreement if you fail to pay any amount due and such failure is not cured within thirty (30) days following notice by email. Payment obligations will survive termination of the Agreement, except if otherwise indicated in the Order Form.

16. Indemnification and Limitation of Liability

16.1 By User

You will indemnify and defend Pachama and its officers, directors, employees, agents, successors, and assigns against any claims, damages, costs, and expenses (including reasonable attorney's fees and court costs) arising out of or in connection with (a) your User Data; (b) breach of this Agreement by you or any person under your control, such as employees, contractors or agents; and (c) violation of applicable laws.

16.2 By Pachama

We will indemnify and defend you and your officers, directors, employees, agents, successors, and assigns from and against any claims, damages, costs, and expenses (including reasonable attorney's fees and court costs) alleging that the Platform and Services used as permitted in the Agreement violate third party's intellectual property rights. We will have no liability if such claim results from: (a) your User Data; (b) breach of this Agreement by you or any person under your control, such as employees, contractors or agents; (c) Third Party Integrations; or (d) other matters for which liability is expressly excluded or disclaimed in the Agreement.

16.3 Procedures

To receive indemnification, the indemnified party must provide the indemnifying party with: (a) prompt written notice of any matter that is subject to indemnification; (b) the right to assume the exclusive defense and control of any such matter (provided that the indemnified party may participate in the defense at its own expense); and (c) cooperation with any reasonable requests assisting the indemnifying party's defense. The indemnifying party may not settle any such lawsuit or proceeding without the indemnified party's prior written consent, which will not be unreasonably withheld.

16.4 Limitation of Liability

PACHAMA AND ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE OR ANYTHING PROVIDED IN CONNECTION WITH THE AGREEMENT, THE DELAY OR INABILITY TO USE THE SOFTWARE OR ANYTHING PROVIDED IN CONNECTION WITH THE PLATFORM OR SERVICES OR OTHERWISE ARISING FROM THIS AGREEMENT, OR ANYTHING BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF PACHAMA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF PACHAMA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID TO PACHAMA HEREUNDER IN THE TWELVE-MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

16.5 Force Majeure

Neither Party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a Party that make it impossible or commercially impracticable for such Party to perform its obligations hereunder. If a Force Majeure event continues for over 180 days, Pachama may terminate the Agreement, including any Order Form, by written notification to you, without further liability to either Party.

17. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to the Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation. Either Party may initiate such negotiation by providing written notice to the other Party describing the issue(s) in dispute. If the Parties are unable to resolve the dispute through negotiation within thirty (30) days of initial notice, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS in San Francisco. If the dispute cannot be resolved through mediation within sixty (60) days of the notice requesting mediation, the dispute will be finally settled by binding arbitration conducted by JAMS in San Francisco, California. The arbitration will be conducted by a single arbitrator mutually agreed upon by the parties. Each Party will bear its own expenses incurred in connection with mediation proceedings, with the fees of the mediator split and the fees of the arbitrator paid by the Party pursuing arbitration. Each Party retains the right to seek injunctive relief or other equitable remedies in any court of competent jurisdiction to prevent unauthorized use, misuse, or infringement of its IP rights. Despite the foregoing, Pachama may bring a claim for injunctive relief or other equitable relief against your violation of the Agreement in any court of competent jurisdiction without being required to observe the arbitration procedures of this Section.

18. General Terms

• 18.1 Entire Agreement. The Agreement, including the TOS and the Additional Terms, as applicable, as amended from time to time, form the entire agreement of the Parties regarding the Platform and Services. The Agreement supersedes any proposals and understandings, spoken or written.
• 18.2 Assignment. The Agreement can only be assigned, novated or transferred with the prior written consent of the other Party, provided that prior consent will not be required in case of a change in corporate control of Pachama. The Agreement will be binding upon and benefit the Parties, their heirs, administrators, successors and assigns.
• 18.3 No Waiver. Failure to enforce any provision or to exercise any rights or remedies will not constitute a waiver of any other provision, right or remedy in the Agreement.
• 18.4 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties. There will be no third-party beneficiaries.
• 18.5 Severability. If any provision of the Agreement is held invalid, illegal or unenforceable, the other provisions will continue to be valid and enforceable, to the maximum extension permitted by law.
• 18.6 Publicity. We may reference your name and logo in our website and marketing materials.
• 18.7 Notices. All communications must be in writing and addressed to the Parties at: (i) the email indicated in the Order Form, if applicable; or otherwise (ii) through your account or the email linked to it; and (iii) the 'Contact Us' section of our Platform.
• 18.8 Electronic Communications and Transactions. You consent to receive electronic communications and that such communications will satisfy any legal requirement that it be in writing. You agree to use the electronic notices, signatures, contracts, orders and other records and waive any contrary rights in any jurisdiction.
• 18.9 Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of Delaware.