Terms of Service

These Terms of Service (the "Terms of Service") are the binding contract between You and OneSeed.green Inc. (hereinafter, "OneSeed", "we", "us", "our"), governing the terms and conditions under which You can participate in reforestation projects owned by OneSeed's partners (the 'Projects') through our website and any of its sub-domains (the "Website").

Any reference to "You", "Your" or "Your's" and derivatives thereof means the person who participates in the Project(s) through the Website.

Specific terms may apply to certain additional services or features, such as provisions for a particular event, activity or campaign (the "Specific Terms"). Where expressly provided, the Specific Terms shall supplement or complement these Terms of Service and shall be deemed to form an integral part of them. In the event of any conflict or inconsistency between the Specific Terms and these Terms of Service, the former shall prevail with respect to the incompatible provisions and only with respect to the Services subject to such specific regulation.

On the other hand, the Terms of Use, govern the terms and conditions of Your registration on the Website and the use You can make of Your Account, which shall therefore be complementary to these Terms of Service and part of Your agreement with OneSeed (the "Agreement").

The Services are addressed to both natural persons (individuals) and legal persons (institutions, organizations or companies, whether profit or non-profit). Except where expressly stated, the conditions set out in this document shall apply to both.

You may only create an Account (as defined below) and contribute in the Projects if You are of legal age (18 years) and/or have sufficient legal capacity to contract. If You are acting on behalf of a legal entity, You warrant that You have sufficient power of representation and authority to bind the legal entity to this Agreement.

We recommend that You read these Terms of Service carefully before engaging in any transaction through the Website as by accepting these Terms of Service You agree to be bound by them.

In addition to any other terms defined in the body of these Terms of Service and in the Terms of Use, the following terms shall have the following meanings:

"User(s)": means the individual and user who is accessing, browsing, and using the Website.

"Account": means the account and profile created by the User on the Website, which contains the User's Virtual Forest. There are two types of Accounts that can be created by Customers:
-"Personal Account": Account created by any individual user, for personal use.
-"Business Account": Account created by a company or organization, for professional use.

"Customer(s)": means those Users who have created a User Account on the Website and have participated in any of the Projects.

"Project(s)" or "Reforestation Project(s)": means the reforestation, conservation, afforestation, and agroforestry projects owned by the Project Owners and in which Customers can participate, as available on the Website.

"Project Owner": refers to those entities and organizations, as well as their staff, with which OneSeed has collaboration agreements for the planting and conservation of trees in the Reforestation Projects.

"Virtual Forest": means the space in each Account that contains an approximate representation of the Virtual Trees that have been planted in the Projects with the Customer contribution or through the other mechanisms available on the Website.

"Corporate Forest": refers to the Virtual Forest created by legal entities or Corporate Account holders.

"Digital Tree(s)": refers to the virtual tree(s) or pack of virtual trees that will appear on Your Account, representing the tree(s) that have been or will be planted in the various Reforestation Projects through Your contributions to each Project. For each Digital tree, a physical tree will be planted in the Project(s) in accordance with these Terms of Service.

"CO2 offset": refers to the estimate of tones of CO2 offset by trees planted or allocated based on the methodology developed by OneSeed, which can be found in our KB.

"Recipient(s)": means the recipient of the SponsoredTree(s).

"Platform": means the software owned by OneSeed that enables Users to contribute to the Reforestation Projects and manage their Account.

"License": means, where applicable, the authorization granted by OneSeed to the Customer, whereby the Customer acquires the right to use the OneSeed Platform, on the basis of the provisions of the Agreement.

"OneSeed Marks": means, where applicable, the trademarks, trade names, logos, distinctive signs, among others, owned by OneSeed.

"Onboarding": means, where applicable, the first stage of the relationship between the Parties, during which the Customer creates an Account on the Website, and is instructed by OneSeed, either through automated processes or through support meetings with oneSeed staff, about the processes and operation of the Platform.

"Additional Services": means, where applicable, any services provided on an additional basis, such as access to advanced features. Such Additional Services may be subject to an additional payment or subscription fee.

OneSeed provides You with a Platform where You can:

*Contribute to the planting of trees in the various Reforestation Projects owned by the Project Owners with whom OneSeed has collaboration agreements.

*Visually track the number of trees planted, along with CO2 offset estimates, and facilitate the management of the planting process.
*Each Tree planted is visually represented on Your OneSeed Account, serving as proof of its authenticity with GPS mapping and photo evidence when available.
*Once a Recipient has accepted the Digital Tree, a dedicated Virtual Forest is established, featuring relevant statistics tied to the planted tree.

You can personalize Your Virtual or Corporate Forest and share it with Your clients, partners, and followers.

This Agreement is intended as an environmental action and therefore does not confer any right of ownership, disposition or use of the Trees or any right to the fruits or by-products thereof on You or, where applicable, Your customers, employees or partners.

It's essential to acknowledge that immediate Tree planting may not always occur. While all Digital Trees will be effectively planted, the timing of planting is at the discretion of OneSeed and the Project Owners, typically taking place within three (3) months of the request.

The success of the planted trees is influenced by numerous factors, many of which extend beyond our direct control. These factors include, but are not limited to, adverse weather conditions, pest infestation, disease and unforeseen environmental changes. Due to the inherent complexities of reforestation, OneSeed and the Project Owners cannot guarantee the survival, growth or long-term health of the trees planted with Your contribution.

Recognizing the nature of these Tree-planting activities, which often take place in challenging environments with limited infrastructure and government support, You acknowledge the inherent uncertainties. While external factors play a role, it's important to recognize that issues arising from management practices problems with management practices can also have an impact on the results.

OneSeed remains committed to promoting positive environmental impacts and strives to manage the Projects effectively. However, You understand that the complexities and challenges associated with these initiatives can lead to variable results.

Likewise, the reference on the Website to captured CO2 is, in any case, indicative, based on OneSeeds's own methodology, which in no case should be taken as definitive or binding for OneSeed. The amount of CO2 that can be compensated is variable depending on many factors, for example, the species, its variety, the climate, and the region where the plantation is carried out.

To contribute to the planting of trees in the Reforestation Projects, You must register on the Website and accept the Terms of Use, to create Your Account. Once the registration is completed, OneSeed offers You the following contracting modalities:

Payments:
There are three types of purchases in the platform: subscriptions, direct orders and engagement projects.

For Engagement projects, Tree Credits are required as the trees are allocated over time instead of immediate.

To add or refill Credits to Your Account, follow these steps:

In Your Account or on the checkout page, choose the desired recharge amount and payment method through Stripe

• By default, we have "Automatic Recharge" turned off. This means you will be notified of low credit amounts and directed to recharge the account manually. Automatic Recharging is a feature coming soon.
• Each tree credit is valued at $1 USD and is used to purchase trees from various pricing TIERS. Each tier has a fixed tree credit cost that is debited when a tree is allocated to your forests.
• Credits do not expire and are not convertible back to USD.

Free Trees

Oneseed may offer free Tree Credits or Trees from time to time, during signup or in the future. The decision on when or for whom these Tree Credits or Trees are offered are at the complete discretion of OneSeed and may be revoked at any time, as allowed by the law.

Applicable prices

Prices on the Website apply when You make a transaction on the Website, and we may change them at any time.

Taxes may apply, and we will show the final price before payment. We may withhold Services until we receive payment, and may suspend or cancel Services due to payment difficulties.

Each Tier of Tree or Project has a "Minimum Price" you'll see when choosing a tree. If Your contribution doesn't meet it, You must add more credits to your Account.

Methods of payment

We utilize Stripe secure hosted payments and do not store any credit card or other payment means on our own servers. Through Stripe we offer numerous options from Credit Cards to WeChat and wire transfers.

All payments generate an invoice that you will receive by email for your own records.

This Agreement begins when You start using our Services (when You accept these Terms).

For Credits, the duration is two years or until Your Credits run out or you cancel your account.

Cancellation of automatic renewals (Automatic Recharge, Recurring Payments and Plans)

You can cancel (i) Automatic Recharge, (ii) Recurring Payments, and (iii) Plans anytime by emailing support@oneseed.eco or doing it through Your Account. The cancellation applies for the current period if:

For (i) Recurring Payment or (iii) Plan, You cancel at least twenty-four (24) working hours before the next payment
For Automatic Recharge, You can cancel anytime before Your current balance runs out.
If You cancel after the specified date, it'll take effect in the next period. Your (i) Automatic Recharge or (ii) Recurring Payment will be debited once more but won't renew again.

Cancelling (i) Automatic Recharge, (ii) Recurring Payment, or (iii) Plan doesn't cancel Your Account. You can still access it and use Your available balance and features. To cancel Your Account, follow the procedure in Section 7.

Cancellation of Your Account

To permanently delete Your Account and all data, go to Your Account settings and select this option, as described in the Terms of Use.

If You have activated:

Automatic Recharge, will be canceled automatically.
Recurring Payment, or Plan, won't renew, but You can access the Platform and Services until the current period ends.
After this period, Your Account will be permanently deactivated, and Your data will be deleted according to legal retention periods. Please, note that Digital Trees planted with Your contribution won't be deleted from our Platform.

If You have Credits, we may use them for ongoing Projects, unless You're a consumer and request a refund within 15 days of Account cancellation by emailing refund@oneseed.eco

Termination by OneSeed

OneSeed reserves the right to terminate this Agreement if You breach any of the terms and conditions set forth herein. In this case, OneSeed reserves the right to refuse, withdraw/block access to the Services and/or the Website without prior notice, at its own request or at the request of a third party.

Termination for breach does not entitle You to a refund of any fees or payments made to OneSeed, except as required by law in the case of consumers.

In the event that OneSeed ceases to provide Services, we may terminate this Agreement with thirty (30) days, when possible. Any refunds will be made in accordance with the law.

Effects of termination

All provisions of the Agreement, except those essential to continue post-termination, shall cease to apply. Provisions on confidentiality, limitation of liability, and data protection remain in effect even post-termination due to their inherent nature.

You agree to exclude OneSeed from all liability arising from or as a consequence of:

• the use of the contracted Services, and/or;
• any breach or violation of the terms and conditions of this Agreement by the Customer, even after termination of the Agreement.
  OneSeed will pursue any breach of this Agreement, as well as any improper use of the Website, and reserves the right to exercise all civil and criminal actions to which it may be entitled.

You understand and accept that the images and descriptions that appear in the Reforestation Projects are the property of the Project Owners. However, OneSeed has the necessary licenses and authorizations for the use of such images and descriptions. Furthermore, the Customer acknowledges and accepts that these images and descriptions of the Projects are included for information purposes only and may therefore differ from reality or, where applicable, may not be up-to-date.

OneSeed shall not be liable for any failure to perform its obligations under the Agreement to the extent that such failure or delay is the result of Force Majeure (any cause or circumstance beyond OneSeed's reasonable control that could not have been avoided or overcome by acting reasonably and prudently). In such event, OneSeed will (i) notify You immediately and provide You with full information about the Force Majeure; (ii) use its best efforts to overcome the Force Majeure; and (iii) continue to perform its obligations to the extent possible.

We reserve the right to update these Terms of Service at our discretion and without prior notification. Any modifications will become effective either upon being posted or on a predetermined date. Such updates will not be retroactively applied.

In the event of substantial alterations that impact your use of our services, we will inform you a minimum of thirty (30) days ahead of time. Should you disagree with the updated terms, you have the option to terminate the Agreement, unless the changes are minor in nature. Your continued use of the Services following any updates signifies your acceptance of the new terms.

All communication between You and OneSeed will be carried out through the Platform and/or Your Account or, if applicable, by email to the contact addresses indicated by the Parties or by any means of which there is evidence of receipt to the persons and addresses indicated.

If any portion of this Agreement is deemed invalid, the validity of the remaining portions remains intact.

OneSeed s failure to require You to comply with any term of this Agreement that You have violated, if any, shall not constitute a waiver of any future enforcement of such term, which may be enforced at any time.

This Agreement is not intended to, and shall not be interpreted as establishing a joint venture, partnership, agency, or employment relationship between the Parties.

If You are a consumer, the version of these Terms of Service in the language of Your country of residence will take precedence. In the absence of a version in the consumer's language or if You are not a consumer, the English version will prevail in the event of a dispute.

This Agreement and its execution are subject to US law, unless otherwise provided by law.

If there's a disagreement about this Agreement, we'll try to resolve it through negotiation. If that doesn't work, we will go to the courts in Your country if You are a consumer. If the law does not require a specific court, especially if You're not a consumer, both parties agree to the courts of Delaware, US.

Notwithstanding the foregoing, OneSeed is not obliged, nor does it undertake, to participate in a dispute resolution procedure before a consumer dispute resolution body, such as the Consumer Arbitration System.