Indigo Carbon

Updated: March 19th, 2021

These Indigo Carbon Additional Terms and Conditions (these “Terms”) are an integral part of the Indigo Carbon Agreement between You and Indigo (the “Agreement”). You understand and agree that these Terms form a part of, and are incorporated by reference into, the Agreement. Any capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Agreement. In the event of any conflict between these Terms and the Agreement, the terms of the Agreement shall supersede and control. From time to time, Your participation in Indigo Carbon may be subject to one or more addenda entered into between You and Indigo (an “Addendum”). To the extent there is any conflict between an Addendum and the Agreement or these Terms, the terms of the Addendum shall control.

Acknowledgements. You acknowledge, understand and agree as follows: (i) the Indigo Carbon program is a novel and pioneer program relating to agricultural carbon credits and the Carbon Credits generated under the program are subject to a number of factors that may be out of the control of Indigo, including, without limitation, evolving third-party rules, requirements, standards and policies relating to the quantification, verification and generation of Carbon Credits that are in development and may be subject to change, and market supply and demand for Carbon Credits that may fluctuate based on changing market conditions; (ii) because of the unpredictable and evolving nature of the Carbon Credit industry and the Carbon Credit market and Indigo’s status as a market maker for supply and demand, it may be difficult to establish set standards and pricing related to Carbon Credits; and (iii) in exchange for the opportunity to take part in a novel and evolving program, You are willing to accept the risks associated with a program of such attributes, including, without limitation, changing qualification and quantification standards and unpredictable pricing based on market forces.

Land. Land eligible for Indigo Carbon may include farmland or other types of land that Indigo may determine, in its discretion, to be eligible to participate in Indigo Carbon. As used herein, “Land” means any land enrolled in Indigo Carbon, and includes any “Farmland”, as defined in the Agreement (if applicable), and “Field” means any field or tract of land on Your Land. “Your Land” means land that:

• You have enrolled in Indigo Carbon,
• Continuously meets all Indigo Carbon eligibility requirements, and
• You have the rights to and will control throughout the Term.

Ongoing Eligibility Requirements. Your participation in Indigo Carbon, and any rights to payment associated therewith, is conditioned upon:

• Your Land continuously satisfying the requirements under the Methodology, the Registry (as defined below) and Indigo Carbon, as may be in effect from time to time, for the generation, verification or issuance of Carbon Credits as set forth in the Land Eligibility Requirements below.
• You adhering to the control requirements as well as the Data collection process requirements and satisfactory response to eligibility questions as set forth in the Other Eligibility Requirements below.

Indigo will determine Your compliance with the Ongoing Eligibility Requirements in its sole and absolute discretion. Your failure to provide timely satisfactory responses to any Indigo request that results in the failure or inability of Indigo to confirm Your eligibility for participation in, or to receive payment under, Indigo Carbon, or Your provision of any false or misleading information may result, in Indigo’s discretion, in Your disqualification from Indigo Carbon, the termination of Your right to receive any payments under Indigo Carbon, and the termination of the Agreement without any liability of Indigo to You.

Land Eligibility Requirements. You understand and hereby agree that the following eligibility requirements shall apply to your Land:

• You agree to (i) adopt at least one additional Indigo-approved regenerative agricultural practice on Your Land , on a field-by-field basis, which practice must be adopted and applied consistent with Indigo’s standards and guidelines, and (ii) such practice must result in increased sequestration of, or avoided emissions of, carbon dioxide, carbon dioxide equivalents or other greenhouse gases (“GHGs”) on Your Land against a baseline as determined and established by Indigo. You must also comply with any geography-specific requirements of the Methodology or the Registry.
• No Double Enrollment; Exclusivity. You agree that during the Term: (i) Indigo Carbon is, and will be, the sole and exclusive greenhouse gas reduction/sequestration/offset program (“GHG Program”) that Your Land is enrolled in; and (ii) to the extent any Carbon Credit is issued, You are surrendering any right that You may have to apply for any Carbon Attribute under or pursuant to any GHG Program relating to Your use of environmentally beneficial, sustainable or regenerative practices on the applicable Land and You will not otherwise receive, apply for, or seek to receive, any benefit or Carbon Attribute relating to the GHGs that is sequestered or avoided on Your eligible Land. In the event You breach this provision, in addition to any other remedies Indigo may have, You agree to re-pay to Indigo any amounts paid to You under Indigo Carbon relating to the double-enrolled Land.
• No Reversals. You agree to maintain soil carbon on Your Land at a level of not less than the soil carbon level determined by Indigo in its discretion as of the date the latest Carbon Credit is issued In the event Indigo determines that soil carbon on Your Land has decreased below any post-Carbon Credit issuance levels (a “Reversal”), Indigo may determine that Your Land no longer meets the Land Eligibility Requirements (and may take any action related to such non-conformance) or may, in its sole discretion, determine conditions under which You may cure such Reversal. In the event of any Reversal, the Carbon Credit(s) and associated payments affected by such Reversal shall be determined on a “last in; first out” basis.

Other Eligibility Requirements. You understand and hereby agree that the following eligibility requirements shall apply with respect to Your control and operation of Your Land:

• Control. You must have exclusive control of Your Land for the duration of the Term and be prepared to demonstrate such control upon request by Indigo, and promptly provide Indigo with written notice of any loss or potential loss of control of Your Land. A loss of control may include, without limitation, any termination of a leasehold right or any transfer of land ownership relating to Your Land.
• Land Management Records. You must maintain detailed and accurate Land Management Records, the sufficiency and adequacy of such records to be determined by Indigo for purposes of satisfying the requirements to quantify and verify the amount of GHGs avoided or sequestered on Your Land. Your Land Management Records must allow Indigo to verify Your compliance with all requirements of Indigo Carbon, the Methodology and any Registry requirements, and calculate Your GHG emissions and sequestration according to the formula set forth by Indigo Carbon. You must retain all Land Management Records for at least the period of time specified in the Methodology or Registry rules. You acknowledge and understand that detailed and accurate Land Management Records are essential for Indigo’s verification of Your eligibility for, compliance with, and payment under, Indigo Carbon. If Your Land Management Records and requested follow-up documentation does not allow Indigo to verify Your eligibility for payment (or continuing payment) under Indigo Carbon, or are otherwise in a form unsatisfactory to Indigo, then You will not be eligible to receive (or continue to receive) payments under Indigo Carbon, and Indigo may terminate Your participation in Indigo Carbon without any liability by Indigo to You.

Generation and Ownership of Carbon Credits. You understand and hereby agree that all right, title and interest to any and all Carbon Credits (and underlying Carbon Attributes) arising from or related to Your Land shall belong exclusively to Indigo. Carbon Credits arising from Your Land will be verified and issued by a registry selected by Indigo (the “Registry”) and issued to and registered in the name of Indigo. You hereby disclaim any and all right, title and interest to any Carbon Credits and Carbon Attributes that arise from Your Land. Indigo will make payment to You for such Carbon Credits as set forth in the “Payment” section below. As used in these Terms, a “Carbon Credit” refers to a Carbon Credit verified by the Registry. For all Carbon Credits that attributed to Your Land, a buffer pool to protect against Reversals may be implemented for a portion of such Carbon Credits, as may be determined by Indigo in its discretion. You will not receive any payment for any Carbon Credits allocated to the buffer pool.

Payment. UNLESS OTHERWISE AGREED WITH INDIGO, ALL PAYMENTS FOR CARBON CREDITS ISSUED UNDER INDIGO CARBON ARE SUBJECT TO FOUR (4) YEAR VESTING, SUBJECT TO FORFEITURE, FROM DATE OF SALE. Payments to Grower under Indigo Carbon are subject to the issuance of Carbon Credits and the completed sale of such Carbon Credits to a third-party buyer from Indigo. Except as otherwise set forth in Your Agreement or through an Addendum, You will receive the applicable Indigo-established Payment Rate under Indigo Carbon for each Carbon Credit as of the date that such Carbon Credit is issued to Indigo by the Registry, and delivered to and paid for by Indigo or a third party buyer identified by Indigo. The Payment Rate shall be based on the price paid by the buyer of the Carbon Credit, as adjusted for applicable Indigo and Registry overhead and credit verification and generation fees. Payment Rate may differ among Indigo Carbon participants and may vary based on buyer and date of purchase. The number of Carbon Credits issued and allocated to You (net of any buffer pool holdbacks to protect against Reversals), multiplied by the applicable Payment Rate is the payment that will be made to You (the “Payment”), which will be paid to You subject to vesting in five (5) installments over a period of five (5) calendar years as follows:

• 50% of the Payment will be paid to You within sixty (60) days after the date that the Carbon Credit is issued to Indigo and sold to a third-party Buyer (such date of payment, the “First Payment Date”)
• An additional 20% of the Payment will be made to You on the first anniversary of the First Payment Date
• An additional 10% of the Payment will be made to You on the subsequent anniversary until the fourth anniversary of the First Payment Date

You must be enrolled and in good standing in Indigo Carbon as of the applicable vesting date for any portion of a Payment to vest and become payable. Any unvested portion of any Payment owed to You will be forfeited and any rights You may have to any unvested and unpaid portion of the Payment will be terminated in the event any of the following events occur: (i) a breach of any of Your obligations under the Agreement, including these Terms (or any failure to continuously meet any eligibility requirements hereunder); (ii) a Reversal, subject to the conditions contained in the “No Reversal” section of these Terms; (iii) a termination of the Agreement or Your participation in Indigo Carbon for any reason; or (iv) the termination of Your exclusive right to use and control the Land where the applicable Carbon Credit is generated, whether by sale or other transfer of such portion of the Land or a termination of a lease or other grant of right to use the relevant portion of the Land or otherwise.

This section, including provisions relating to Payment or vesting schedule, may be adjusted between You and Indigo through an Addendum, which shall supersede in the event of a conflict with the Agreement or these Terms.

You are solely responsible for the distribution of any and all applicable payments under Indigo Carbon to such third parties to the extent You have any agreements with third parties relating to right to proceeds from Your Land.

You are solely responsible for giving prior notice to Indigo of any liens, encumbrances or any other rights that any third parties may have to any portion of any Payment. You agree to indemnify Indigo for any damages, losses, claims or liabilities of any third party relating to Your failure to provide Indigo such notice and payments made by Indigo to You.

Modeling; Methods. Indigo has the exclusive right, in its sole discretion, to select the methods, practices and manner (including, without limitation, timing and frequency) in which it determines Your eligibility for participation in Indigo Carbon how it quantifies and verifies the Carbon Credits that may be generated, verified, registered or issued from any land enrolled in Indigo Carbon . You will not be entitled to review or have access to any confidential or proprietary methods or models used by Indigo.

Consent to Aerial Imagery; Data Collection and Sampling. You understand that some quantification or verification activities or other data collection activities may be completed using aerial imaging and monitoring, such as satellite imagery or drone imaging, and You consent to the use of such practices on and/or over Your Land and any other land that you may control and that may not be enrolled in Indigo Carbon. You understand that to determine eligibility under Indigo Carbon, quantify and verify GHGs sequestration on Your Land, and monitor on an ongoing basis such sequestration amounts that limited invasive sampling of Your Land’s soils may be needed, and You consent to the use of such practices on and/or in Your Land.

Methodology. Indigo will use a methodology of its choosing to determine the amount of GHGs sequestered or avoided on Your Land. A Methodology may include, without limitation, eligibility requirements, specific agronomic practices required to be applied or implemented, information, documentation and recordkeeping requirements, and applicable formulas and methodologies to calculate and quantify the amount of GHGs sequestered, or avoided, and the amount of Carbon Credits that may be qualified and generated. Indigo reserves the right to make any changes to the Methodology or select an alternative Methodology at any time. Details of the Methodology shall be provided to You upon request. You agree that Your participation in Indigo Carbon is subject to the Methodology.

Using the Methodology selected, Indigo will calculate the amount of GHG sequestered or avoided and the number of Carbon Credits that have been generated from Your Land (if any). To the extent any conflicts or disputes arise as to how the number of Carbon Credits is calculated under any Methodology, Indigo will have the sole discretion, acting reasonably, to resolve such conflicts, and such resolution or interpretation shall be binding, barring manifest error in calculation. Any acceptance of any Payment under Indigo Carbon will be deemed Your acceptance in full of Indigo’s calculation of Carbon Credits and Your payment under Indigo Carbon.

Data. All Data, including any Land Management Records that You submit to Indigo, belongs to You. You agree to grant, and do hereby grant, to Indigo a nonexclusive, unrestricted, worldwide, perpetual, irrevocable, transferrable, sub-licensable, fully paid-up, royalty-free license to access, copy, modify, analyze, create derivative works from, and/or use the Data for any and all purposes, including without limitation to (1) clean Your Data by removing perceived errors and omissions; (2) store Your Data on servers owned or leased by Indigo; (3) share Your Data with others as authorized in this Agreement; and (4) use Your Data as described in this Agreement, including to provide the Services to You. All intellectual property rights in and to any Indigo products or services, as well as the analytics and data generated by Indigo, that may use, include, feature or be derived from Data, is and will be owned exclusively by Indigo. You will not be entitled to any royalties or other payments or benefits of any kind relating to Indigo’s use of Data. Any Data provided to Indigo and that has been deidentified or aggregated with data from other third parties shall belong to Indigo. Data does not include Aggregated Data. Any data that is collected by Indigo or one of its representatives is owned by Indigo. All intellectual property rights in and to any Indigo products, as well as the analytics and data generated by Indigo (even if derived from Data) is owned by Indigo. You understand and agree that data You provide may be used for, and included in, research and development initiatives of Indigo, its affiliates or third parties to promote the study or adoption of sustainable and/or environmentally beneficial agriculture practices and programs, and that such research, which may include data You provide, may be made available to third parties or to the public on a de-identified basis and/or after aggregation with a sufficient number of data sources so that any one source cannot be reasonably determined. Publicly released data may include geolocations. Except where required by law, Indigo will not share Your Data with government regulatory agencies unless you provide your consent and direction. Indigo shall have no liability to you for disclosure of Your Data in response to a subpoena, court order, or other government demand that legally requires Indigo to respond. Indigo will obtain your approval before sharing Data with third parties for any purpose other than the permitted uses of Data described in this Agreement.

Storage and Retention. Data is stored on servers owned or leased by Indigo. Indigo stores Your Data during the Term. Indigo has no obligation to You to store Your Data beyond this time. Indigo may delete your Data or anonymize and aggregate Your Data according to this Agreement.

Use of Third Parties to Process Data. To the extent Indigo engages third parties to perform data processing on Your Data, these companies must abide by this Agreement at all times.

Security/Notice. Indigo takes reasonable and customary security measures to protect the privacy and security of Your Data. In the event of a data breach, natural disaster, or other unforeseen event that causes Your Data to be deleted or compromised, Indigo will notify you when you log in, by email, or other method, as required by law.

Aggregated Data. Aggregation of data is necessary for the generation, verification and issuance of Carbon Credits. Indigo will anonymize and aggregate Your Data with data from other sources to create aggregated datasets (“Aggregated Data”). Aggregated Data is owned by Indigo and does not contain your personal information (as defined in Indigo’s Privacy Policy https://www.indigoag.com/privacy-policy). Aggregated Data includes calculated field boundaries and point data, for example soil sample locations.

Audits. Indigo may partner with one or more third party verifiers (“Verifier”) to verify Your eligibility and compliance with Indigo Carbon rules and Methodology or Registry requirements. Upon Indigo’s request, You agree to grant Indigo and any Verifier access to Your Land and any Field(s) enrolled in Indigo Carbon, Your historical records and all of Your Land Management Records. You agree to promptly provide all requested cooperation with any audits performed by Indigo or a Verifier. You acknowledge that the accuracy and integrity of all Land Management Records, Data, information and documentation relating to Your Land and Your practices that You provide to Indigo, including, without limitation, any enrollment information to determine eligibility for participation (“Grower Information”) are essential to the administration and operation of Indigo Carbon. In the event the Verifier finds, or has a reasonable basis to believe, that any Grower Information is inaccurate, materially misleading or false, then Indigo may terminate this Agreement for cause without any liability for Indigo and any payments unpaid or due by Indigo to You will be forfeited and cancelled, in addition to any other remedies that Indigo may have at law or equity.

Carbon Attribute: As used herein, a “Carbon Attribute” means any claim, characteristic, credit, benefit, emissions reduction, rights to claim any emissions reduction, tax credit or emissions reduction credit, offset, or allowance, or other tradable and transferable indicia, howsoever entitled, named, registered, created, measured, allocated, validated, hereafter recognized or deemed of value (or both) by any person, representing any measurable and/or verifiable aspect, claim, characteristic or benefit identified, whether social or environmental, related to GHGs reductions through the use of environmentally beneficial agricultural practices.

Compliance with Environmental Laws. For Your Land or any Fields to be eligible for participation in Indigo Carbon, such Land or Fields may not have any restrictions related to any environmental law, rule, order, finding or regulation imposed or adopted by any federal, state or local government, court, tribunal, body, entity, or agency (“Environmental Law”). Restrictions include, without limitation, any sanction, special designation, liens, easements, conditions, encumbrances or other restrictions imposed on Your Land or any Field by any government agency related to any violation of any Environmental Law. You hereby agree to disclose to Indigo any such restriction presently in place or that arises in the future during the term. In the event Your Land or any Field is limited or restricted in any way by any Environmental Law, Your participation in Indigo Carbon may be denied or terminated by Indigo without any further liability by Indigo to You.

Sale of Land; Termination of Lease. As a condition to participating in Indigo Carbon, You must maintain exclusive rights to use, control and operate Your Land. In the event You lose any rights to any Land, whether through sale or transfer of the Land, expiration or termination of a lease, or any other event that causes You to lose the exclusive right to use and operate the Land (a “Loss of Land Use”), You must promptly provide Indigo with written notice of such Loss of Land Use. In the event of any Loss of Land Use, You will forfeit outright any unvested and/or unpaid payments relating to the portion of the Land that You lose rights to and Indigo may, at its option, terminate Your participation in Indigo Carbon. Indigo may, in its discretion, permit the successor Land rights holder to acquire the rights to your unvested payments, subject to such holder’s enrollment in Indigo Carbon and their continued compliance with the terms of Indigo Carbon.

Grower Representations; Covenants; Agreement Regarding Liens. You represent, warrant and covenant to Indigo that: (a) You have all requisite authority and power to enter into the Agreement, and to perform the obligations therein; (b) by entering into the Agreement, You will not breach the terms of any contract with any third party; (c) You have the authority to grant the licenses, access rights and other permissions set forth in the Agreement and these Terms; (d) except as otherwise disclosed in writing to Indigo, You have the exclusive right to use and operate the Land that You enroll in Indigo Carbon, whether by ownership of the land or through a valid exclusive lease agreement with the owner of the Land, and You have the full and exclusive right and authority to apply for, receive without restriction or any third party ownership or interest and own the rights to, and transfer the rights to the Carbon Credits to Indigo and to receive payment therefor; (e) no third party has any lien or similar legal right, title or interest to any payments received from Indigo under Indigo Carbon; (f) You have the full and exclusive right and authority to implement the practices that will sequester or reduce GHGs on the Land; (g) You have the legal and beneficial right to any and all Carbon Attributes and Carbon Credits that may arise from Your enrolled Land; and (h) except as otherwise disclosed in writing to Indigo, Your Land is not subject to any lien or encumbrance that may affect the rights to the Carbon Credits assigned and transferred to Indigo or the payments to be made by Indigo to You. Any breach of the foregoing may constitute a breach of the Agreement and these terms. Where Your Land or any Payment is subject to any lien or encumbrance, You authorize Indigo, at its option, to make settlement of any payments jointly with You and such persons or persons in whose favor the lien or encumbrance has attached.

Attestation. You understand and acknowledge that Your participation in Indigo Carbon is voluntary, and that Your participation, including all practices conducted at the Land during the Term, will be in compliance with all applicable federal, state and local laws, statutes, regulations, rules, ordinances and all other legal requirements. You understand and agree that Your participation in Indigo Carbon may be conditioned on other attestations and enrollment conditions that may be established or required by Indigo, the Methodology or the Registry that is qualifying, verifying or quantifying the GHGs sequestration and/or emissions reductions or issuing the Carbon Credits.

No Guarantees. You understand and acknowledge that Indigo does not make, and explicitly disclaims, any representation, warranty or guarantee as to any outcomes from the Indigo Carbon program or the adoption or use of any regenerative or other agricultural practice. Indigo does not guarantee any amount of Carbon Credits, payments or any other benefits that You may receive under Indigo Carbon. The adoption of any and all regenerative agriculture practices is at Your sole option, cost and risk. You understand that Indigo does not guarantee the rate at which You will be paid for any practices You adopt on Your Land. The Payment Rate may be changed, up or down, at any time, on a going-forward basis, and Indigo will not be obligated to notify You of the current Payment Rate effective at any time. Indigo does not make any representation or guarantee that Indigo Carbon will continue to operate. Indigo expressly reserves its right, at any time, to terminate or discontinue Indigo Carbon, including any part or offering of Indigo Carbon.

Additional Forms. You agree to promptly complete and return any additional forms and other documents, including, without limitation, a W-9, that may be requested by Indigo in order to process payments under the Agreement or as may be required by the Methodology, Registry or any third party issuing the Carbon Credits, and understand that failure to do so may result in delayed payments.

Indemnification. You will indemnify, defend, and hold harmless Indigo, its affiliates, employees, representatives and agents, and those of its affiliates, from and against any and all claims, actions, demands, liabilities, judgments, losses, costs (including reasonable attorney’s fees) and damages that are attributable to Your acts or omissions in breach of the Agreement, including breach with respect to the truthfulness and accuracy of the representations and warranties and all documents provided to Indigo.

Taxes. All amounts paid to You under the Agreement are exclusive of any applicable taxes. You are solely responsible for paying any taxes due on the amounts paid to You under the Agreement. Each party shall cause all royalties, taxes, duties, levies and other sums (including, without limitation, any stamp duty, other documentary taxes, climate change levy or other environmental tax or levy) (“Other Taxes”) legally payable by that party arising in connection with the Agreement to be paid. In addition, in the event that Indigo is required by law to pay any Other Taxes which are properly for the account of Grower, the Grower shall promptly indemnify or reimburse Indigo in respect of such Other Taxes. In the event that Indigo is required by law to pay, deduct or withhold any Other Taxes which are properly for the account of Grower, Indigo may deduct or withhold such amount of any such Other Taxes from any amounts otherwise due to Grower under the Agreement, and Grower shall promptly indemnify or reimburse Indigo in respect of such Other Taxes not so deducted or withheld.

Bioprospecting Waiver. You agree to provide Indigo access to the Land to collect sample(s). Any sampling will be performed in Indigo’s sole discretion. Indigo will provide advanced notice prior to entrance on Your Land. Any test results from such samples shall be subject to the Data provisions herein. Sampling results may be used for research and development purposes, including, without limitation, increasing data accuracy and development of soil sequestration outcomes.

Set-off. Without limiting any other rights or remedies available to Indigo, You agree that Indigo has the right to set-off any debts and/or claims against You against any amounts otherwise owed to You under any agreement with Indigo.

Cross-Default; Acceleration. A default by You in the performance or observance of any obligation, covenant or condition under any agreement with Indigo may, in Indigo’s sole discretion, deemed to be a default under the Agreement, entitling Indigo, at its option, to exercise all or any remedies available to it under the Agreement, in addition to any other remedies that Indigo may have at law or equity.

Non-Waiver. The failure of Indigo to insist upon strict performance of any provision of the Agreement or these Terms or to exercise (or any delay in exercise) any right or remedy arising out of the Agreement or these Terms shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance.

Limitation of Liability. IN NO EVENT SHALL INDIGO, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS OR AFFILIATES BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF WHETHER INDIGO SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY. Indigo is not liable for any damages that result from the disclosure of Your Data to any person or company provided such disclosures are made according to this Agreement. Indigo is not responsible for a loss or unauthorized disclosure of Your Data due to (i) an act of God, (ii) other catastrophic event, (iii) a data breach unless caused by Indigo’s gross negligence, or (iv) someone other than You using Your log-in credentials to access Your account on an Indigo platform.

Amendments. Indigo may make any updates, amendments, additions and deletions (“Changes”) to these Terms from time to time and at any time in its sole discretion. Any such Changes will be communicated to You in writing, along with a summary of the Changes, via the e-mail address, mailing address or mobile telephone number You have on file with Indigo. Upon Indigo’s issuance of such written notice, You will have a period of thirty (30) calendar days from the date of such notice to communicate Your objection to the Changes to GrowerContracts@indigoag.com, in which case Indigo will have the right to terminate Your participation in Indigo Carbon without any liability to You (including forfeiture of any future, unvested payments). If You do not object to the Changes within such time period, You will be deemed to have accepted and agreed to the Changes and the Terms, in their entirety, then in effect as of the date of the notice, and You will be bound thereby in all respects.

Notices. All notices and other communications required or permitted under the Agreement shall be in writing and shall be deemed given (i) if to Indigo, when delivered to GrowerContracts@indigoag.com or, (ii) if to You, when delivered either by (a) courier service (including, without limitation, via First Class Mail with the United States Postal Service) to the mailing address on file with Indigo, (b) by e-mail to the e-mail address on file with Indigo, or (c) by text message to the mobile telephone number on file with Indigo. Indigo may rely on the physical mailing, e-mail address or mobile telephone number provided by You to Indigo as part of the Indigo Carbon enrollment process or any subsequent notice, enrollment or account update with Indigo.

Transfer. In the event Indigo transfers its rights and obligations under this Agreement, including by sale or acquisition, this Agreement will continue to apply to Your Data until You are provided notice of Changes to its terms.

Termination; Effect of Termination. Indigo may terminate this Agreement without any liability (“Termination for Cause”) upon written notice to You: (a) for a material breach of this Agreement by You, (b) if You fail to submit any required documentation by any deadline established by Indigo or, if no specific deadline is set forth, fail to submit such documentation within a reasonable time (determined by Indigo in its discretion) after a request by Indigo, (c) if Indigo, in its discretion, finds You or Your Land to be ineligible to participate in Indigo Carbon for any reason, (d) for a force majeure event or any other event that is out of the control of Indigo that, in Indigo’s sole discretion, renders the continuation of Indigo Carbon impractical, (e) if You become insolvent, file for bankruptcy protection, or a trustee or receiver is appointed over Your property, or (f) You commit an act of bad faith. Upon a Termination for Cause, Indigo shall have no further obligations hereunder, including without limitation for any unvested payment amounts, and will be entitled to all rights and remedies available under this Agreement, or by law or equity. Indigo reserves the right to terminate the Indigo Carbon program at any time, and in the event of such termination, any unvested and/or unpaid payments under Indigo Carbon will be forfeited and terminated without any further liability of Indigo to You.

You may terminate Your participation in Indigo Carbon at any time upon written notice to Indigo; provided, that in the event of any such termination by You, any right that You may have to any unvested and/or incomplete payments outstanding as of such termination date shall be forfeited and cancelled. Notice of termination may be sent to GrowerContracts@indigoag.com

Notwithstanding any termination or expiration of Your Agreement or Your participation in Indigo Carbon, the following sections will survive: Data, Data Accuracy, Grower Representations, No Guarantees, Indemnification, Taxes, No Guarantees; Bioprospecting Waiver (with respect to ownership rights to the samples only); Set-off; Non-Waiver; Limitation of Liability; Termination; Effect of Termination; Miscellaneous; Class Action Waiver; Governing Law; and any other section that, by its nature, is intended to survive termination or expiration of Your participation in Indigo Carbon.

Independent Parties. You and Indigo are independent parties and nothing in the Agreement or these Terms shall make You an employee, agent or partner of Indigo.

Class Action Waiver. You agree that You may only bring claims against Indigo or any affiliated entity of Indigo in Your individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless waived by Indigo, You agree that You will not seek, and You will not take any actions that would allow, either directly or indirectly, any arbitrator or judge to consolidate more than one individual or entity’s claims or to otherwise preside over any form of a representative or class proceeding. You agree that any disputes under the Indigo Carbon program will be raised on an individual basis only.

Governing Law. The Agreement and all related documents and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Tennessee, without giving effect to the conflicts of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action or proceeding arising out of, based upon, or relating to the Agreement or the transactions contemplated thereby shall be instituted in the federal courts of the United States of America or the courts of the State of Tennessee, in each case located in the City of Memphis or the County of Shelby, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.