Introduction and Acceptance of Terms:
These Terms & Conditions (the “Terms” or “Agreement”) govern your access to and use of the Services provided by Grassroots Carbon Public Benefit LLC (“Grassroots Carbon,” “we,” “us,” or “our”), including our website at grassrootscarbon.com and any related subdomains (collectively, the “Site”), our PastureMap mobile application (the “App”), and any content, functionality, products, or services offered on or through the Site or App (together with the Site and App, collectively the “Services”). By accessing or using any part of the Services, you (“User” or “you”) acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. If you do not agree with these Terms or the Privacy Policy, you must not use the Services.

Certain placeholders (such as contact information) are included in this document for the user to fill in with the appropriate details. These Terms apply to all users of the Services, whether you are a visitor browsing our Site or a registered account holder using the App.

Additional Terms: In some cases, additional terms or product requirements may apply to specific Services. For example, if you purchase carbon credits through a Grassroots Carbon marketplace , separate terms of purchase may apply. We will make those additional terms available to you and they will become part of your agreement with us if you use those Services. In the event of a conflict between these standard Terms and any additional terms, the additional terms will control for that conflict.

Modifications to Terms: Grassroots Carbon reserves the right to update or change these Terms at any time. If we make material changes, we will notify you by (for example) sending an email to the address associated with your account, or by posting a prominent notice on our Site or within the App. The latest version will be indicated by the “Last Updated” date above. Your continued use of the Services after any such update constitutes your acceptance of the new Terms. If you do not agree to any amended Terms, you must stop using the Services.

IMPORTANT NOTICE – ARBITRATION AND WAIVER OF JURY TRIAL: These Terms contain a binding arbitration provision and a waiver of your right to participate in class-action lawsuits or class-wide arbitrations. Please read the Dispute Resolution section carefully. By agreeing to these Terms, you agree (with limited exception) to resolve any disputes through binding arbitration, and you waive certain rights to participate in class actions and to have disputes decided by a judge or jury.

1. Use of the Services and Eligibility

1.1 Eligibility Requirements

The Services are intended for adults only. You must be at least 18 years of age (or the age of majority in your jurisdiction) to register for an account or use the Site and App. The Services are not directed to children under 16, and we do not knowingly allow anyone under 18 to use the Services. By using the Services, you represent and warrant that you are 18 or older and legally competent to enter into this Agreement. If you are using the Services on behalf of an organization or entity, you represent that you have the authority to bind that entity to these Terms (in which case “you” will refer to that entity).

We may, in our sole discretion, refuse to offer the Services to any person or entity and may change our eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in those jurisdictions.

1.2 Account Registration

To access certain features of the Services (such as the PastureMap App features), you will be required to create an account. When registering, you agree to provide accurate, current, and complete information about yourself as prompted (including your name, a valid email address, and any other required details). You must also choose a secure password. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Account Security: You agree to notify us immediately at support@grassrootscarbon.com of any unauthorized use of your account or any other breach of security. Grassroots Carbon will not be liable for any loss or damage arising from your failure to safeguard your account information or comply with these requirements.

We reserve the right to suspend or terminate your account (and refuse any and all current or future use of the Services) if we suspect any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading, or if you violate any part of these Terms.

1.3 Acceptable Use and Conduct

By using our Services, you agree to use them only for their intended purposes and in compliance with all applicable laws and regulations. You further agree not to engage in any of the following prohibited activities:

• No Unlawful or Harmful Use: You will not use the Services for any illegal purpose or in violation of any local, state, national, or international law. You also will not use the Services to distribute malware, viruses, or any other harmful computer code, or to engage in harmful activities like stalking, harassing, or threatening others.

• No Unauthorized Access: You will not attempt to gain unauthorized access to any account, data, computer system, or network associated with the Services (for example, by hacking, password mining, or any other means). You will not attempt to probe, scan, or test the vulnerability of any of our systems or networks, or breach any security or authentication measures.

• No Abuse of the Service: You will not interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available. This includes not interfering with other users’ ability to use the Services, and not uploading or transmitting any form of malicious or excessive automated traffic (e.g., using bots, scrapers, or scripts to mass-collect information or overload the system). You agree not to use any robot, spider, crawler, scraper, or other automated means to access the Services for any purpose without our express written permission.

• No Improper Use of Content: You will not use the Services to post or transmit content that is defamatory, obscene, pornographic, vulgar, or offensive, that promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group, or that is otherwise inappropriate or violates any third-party rights. You also agree not to upload or share any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party.

• No Reverse Engineering or Tampering: You will not attempt to reverse engineer, decompile, disassemble, or tamper with any aspect of the Services, or attempt to derive the source code or underlying ideas or algorithms of any part of the App or Site (except to the limited extent that applicable law permits such acts despite this limitation). You will not remove, obscure, or alter any copyright, trademark, or other proprietary rights notices displayed in the Services or on any content.

• Appropriate Use of App and Site: You will use the App and Site only as intended. For example, you agree not to use any automated means to create accounts or pretend to be someone you are not. You also agree not to bypass any measures we take to restrict access to the Services or certain features.

• Respect for Privacy: You will not harvest or collect personal information of other users from the Services by electronic or other means for any purpose, including sending unsolicited communications. You will not solicit login credentials from other users or try to access others’ accounts.

We reserve the right to monitor and review your use of the Services for compliance with these Terms. If we determine (in our sole discretion) that you have violated this Section or any other provision of these Terms, we may take action including removing offending content, issuing a warning, suspending or terminating your access, and/or pursuing any remedies legally available.

1.4 Mobile App Use and App Store Terms

Your use of the PastureMap mobile App is also subject to the applicable app store’s terms and conditions. These Terms are between you and Grassroots Carbon (as the provider of PastureMap), not with the app store (such as Apple’s App Store or Google Play). However, you acknowledge that the app store provider (e.g., Apple or Google) has the right to enforce these Terms against you as a third-party beneficiary.

If you downloaded the App from Apple’s App Store, the following additional terms apply:

• The license granted to you for the App is limited to a non-transferable license to use the App on any Apple-branded devices that you own or control, and as permitted by the Usage Rules set forth in Apple’s App Store Terms of Service.

• You acknowledge that Apple is not responsible for the App or its content and has no obligation to furnish any maintenance or support services for the App.

• Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation.

• Apple shall not be responsible for the investigation, defense, settlement, or discharge of any third-party claim that the App or your use of it infringes a third party’s intellectual property rights.

• You represent that you are not located in a country that is subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and you are not listed on any U.S. Government list of prohibited or restricted parties.

• You acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of these Terms as relates to your license of the App, and that Apple will have the right to enforce these Terms against you as a third-party beneficiary once you accept the Terms.

If you downloaded the App from Google Play (Android), similar acknowledgments apply: Google is not responsible for the App’s content or performance, and your use must comply with Google Play’s terms. Google and its affiliates are third-party beneficiaries of these Terms for the purpose of enforcing them against you.

1.5 Changes to Services

Grassroots Carbon is constantly evolving our Services. We reserve the right to modify, update, or discontinue the Site, App, or any features or portions thereof at any time (including imposing or changing fees for certain functionality), temporarily or permanently, with or without notice. For example, we might add new tools, change the user interface, or remove a feature that is no longer supported. We will not be liable to you or any third party for any such modification, suspension, or discontinuation of the Services, although if you are a paying subscriber and we discontinue the Services in their entirety, we may provide you a pro-rata refund for any prepaid period we have not fulfilled.

We also reserve the right to create limits on use and storage at our sole discretion at any time. For instance, we might cap the number of properties or animals you can track on a free plan, or limit the data retention period for logs, etc. We will endeavor to give you advance notice of any such changes when feasible.

2. User Content and Intellectual Property

2.1 User Content and License Grant

Our Services allow you to input, upload, or otherwise provide various content — such as pasture maps, grazing records, photographs, notes, or other data relevant to your ranch management. All information, data, text, photographs, graphics, or other materials that you upload or post through the Services (“User Content”) remains yours. Grassroots Carbon does not claim ownership of your User Content. However, by providing User Content to our Services, you grant us a license to use that content as necessary to provide and improve the Services.

Specifically, you grant to Grassroots Carbon (and its affiliates and service providers) a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to host, use, reproduce, distribute, modify (for technical purposes, e.g., making sure content displays correctly on various devices), publicly display, and create derivative works of such User Content solely for the purpose of operating, developing, providing, and using the Services. This means, for example, we have your permission to backup your data on our servers, to display it to you and those you authorize (e.g., team members on your account), to send it through the network so you can access it on different devices, and to use it to provide support if you encounter issues. If you share User Content with other users (for instance, if the App allows you to collaborate with others on your team or share data in a community forum), you also grant us the rights necessary to make that sharing possible.

This license is necessary for us to run the Service; it doesn’t give us any ownership of your content and is limited in scope. We will not use your User Content for any purpose outside of providing the Service without your permission. For example, we won’t sell your grazing data to third parties or use your ranch photos in our marketing materials without asking you first. (Any personal information within User Content is also subject to our Privacy Policy and we handle it accordingly.)

You represent and warrant that you have all necessary rights to grant the above license for any User Content you submit. In other words, by providing User Content, you promise that either you created it or you have obtained the proper permissions and licenses to use it and allow us to use it as described in these Terms. You also agree that our use of your User Content in accordance with this license will not infringe or violate the rights of any third party, including any intellectual property rights, privacy rights, or moral rights.

License Termination: The license you grant us for your User Content is generally for as long as you have an active account. If you delete specific User Content or your account as a whole and notify us as described in the Privacy Policy, we will stop displaying that content to other users (if you had shared it) and will cease any further public or shared use. However, you acknowledge that, due to caching, backups, or references to your content, it might not be immediately removed from all aspects of the Service. Also, any User Content you shared with others may remain accessible to those users (for example, if you posted on a community forum or shared with a team, those recipients might still have copies). The above license will continue as needed for us to perform any post-deletion activities and as required by law (e.g., keeping server backups for a limited time). We may also retain certain server copies for business continuity or legal purposes, but such retained copies will not be accessible by other users.

2.2 Intellectual Property Rights in the Service

All content and materials provided by Grassroots Carbon through the Services — including but not limited to software, design elements, text, graphics, logos, button icons, images, audio clips, video, data compilations, and software (collectively, “Grassroots Carbon Content”) — and all intellectual property rights therein, are the property of Grassroots Carbon or our licensors. This includes the overall look and feel of the App and Site, our trademarks (like “Grassroots Carbon” and “PastureMap”), and the underlying code.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Grassroots Carbon Content for your personal or internal business use in connection with using the Services, and only for as long as you are authorized to use the Services. You may not copy, modify, create derivative works from, publicly display, publicly perform, republish, or distribute any Grassroots Carbon Content, or any portion of our Services, without our prior written consent, except as expressly allowed by these Terms. For example, you may print or export reports from the App for your own use, and you may download or print pages from our website for your personal reference, but you may not redistribute those to others in a way that competes with our Services or infringes our rights.

Nothing in these Terms grants you any right to use the Grassroots Carbon or PastureMap name or any of our trademarks, logos, domain names, or other brand features without our prior written consent. All goodwill arising from use of Grassroots Carbon trademarks inures to Grassroots Carbon.

If you provide any feedback, suggestions, or ideas regarding the Services (“Feedback”), you agree that we are free to use such Feedback in any way, at any time, without any obligation to you. We may incorporate your Feedback into our products or services and you will not be entitled to any compensation for such use. By submitting Feedback, you grant Grassroots Carbon a perpetual, irrevocable, worldwide, royalty-free license to use and sublicense that Feedback in any manner, without any obligation to you.

2.3 Third-Party Content and Links

Our Services may contain links to third-party websites or resources, or might integrate third-party services or content (for example, an embedded map from a third-party provider, or a link to an article on a partner’s site). We provide these links and integrations only as a convenience to you. We do not endorse, and are not responsible for, any third-party content that may be accessed through our Services. The third-party sites are governed by their own terms and privacy policies, not these Terms or our Privacy Policy. If you choose to visit or use any third-party links or services, you do so at your own risk and you should review their terms and policies.

For example, if our App integrates mapping services from Google Maps or Mapbox, your use of those maps may be subject to Google’s or Mapbox’s terms of service and privacy policy, and by using that feature you agree to comply with those third-party terms. We are not responsible for the accuracy or reliability of third-party data (like satellite imagery or external datasets) that might be presented in our Services.

Note: If you believe any content in our Services (including User Content posted by others) infringes your intellectual property or other rights, please see the “Contact” section for how to notify us. We respect intellectual property rights and have policies for removing infringing content and, in appropriate circumstances, terminating repeat infringers in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable laws.

3. Payment and Subscription Terms

(This section applies if you purchase any products, subscriptions, or services through Grassroots Carbon or the PastureMap App. If you only use free features and do not engage in any purchase, some of these terms may not apply directly to you.)

3.1 Subscription Plans and Billing

Some features of PastureMap or other Grassroots Carbon offerings may require a paid subscription or one-time payment (for example, premium App features, expanded data capacity, or purchasing carbon credits on a marketplace). We will clearly inform you of any fees before you incur them. By selecting a paid plan or making a purchase, you agree to pay the specified fees.

For subscription services, billing is typically recurring (e.g., monthly or annually) as specified when you sign up. You authorize us (or our third-party payment processor Stripe) to charge your payment method on a recurring basis (for subscription renewals) until you cancel. If the payment date falls on a weekend or holiday, we may process the charge on the next business day.

Prices are listed in U.S. dollars (unless otherwise specified) and do not include taxes (sales tax, VAT, etc.) where applicable. You are responsible for paying any such taxes that may be imposed on your subscription or purchase, either added at checkout or remitted by you directly to the appropriate tax authority.

We reserve the right to change our prices. If the price of your subscription changes, we will give you advance notice and the change will apply only to the next billing cycle (you will have a chance to cancel before being charged at the new rate).

3.2 Free Trials and Promotions

We may offer free trials or promotional offers for paid Services. If we do, we will explain the terms of those offers at sign-up. Once the free trial or promo period ends, you (or your payment method) will be charged the regular rate for the service, unless you cancel before the end of the trial. You are only eligible for any given free trial or promotion once (unless we explicitly allow otherwise). If you attempt to circumvent this rule (for example, by signing up with multiple accounts), we reserve the right to charge you for the services or suspend your access.

3.3 Cancellation and Refunds

Cancellation: You can cancel your subscription at any time by contacting us at support@grassrootscarbon.com or through any cancellation mechanism provided in the App or Site (for example, an account settings page or a link in your profile). If you cancel, you will continue to have access to the paid features until the end of your current billing period, but your subscription will not be renewed. After cancellation, or if your subscription lapses, your account will revert to the free version (if available) with limited features. We recommend exporting any of your data that may be above the free plan limits before your subscription ends to ensure you do not lose access to it.

Refunds: Subscription fees (and other fees for digital services) are generally non-refundable. If you cancel in the middle of a billing period, you will not typically receive a refund for that period; you will retain access until the period expires. However, we want you to be satisfied, so if you believe there has been an error in billing or you have a special circumstance, please contact us and we will review requests on a case-by-case basis. In certain jurisdictions, applicable law may require a refund policy for specific cancellations (for instance, some places have a mandatory “cooling-off” period for online purchases). We will comply with all applicable laws.

If we terminate your account without cause (and you are not in breach of these Terms), we will refund any prepaid amounts pro rata for the remaining full months of your subscription. If your account is terminated due to your violation of these Terms, you will not be entitled to any refund.

3.4 Payment Information and Processors

All payments are processed by third-party payment processors (for example, Stripe). When you provide payment information, you agree that it is accurate, and you have the right to use that payment method. You authorize our payment processor to charge your provided payment method for the total amount of your purchase (including any applicable taxes or fees).

Declined Charges: If your payment method is declined or fails, we (or our payment processor) will attempt to notify you, and we may attempt to charge again (perhaps at a later date). If payment remains unsuccessful, we reserve the right to downgrade or suspend your access to paid features. It is your responsibility to ensure your payment information is up to date.

We do not store your full credit card details on our own servers; instead, those details are stored with the secure payment processor. Certain billing information (name, last four digits of card, expiry, billing address, etc.) may be stored by us to process transactions and comply with accounting obligations, but full card numbers and CVV are not stored by Grassroots Carbon.

If you have any billing-related questions or disputes, please contact us at support@grassrootscarbon.com and we will work with you to resolve the issue.

4. Privacy and Data Protection

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your personal information when you use our Services. By using the Services, you consent to the collection and use of your data as outlined in our Privacy Policy. This includes the transfer of your personal data to the United States and other jurisdictions as described in the Privacy Policy.

If you do not agree with our Privacy Policy, you must discontinue use of the Services. We encourage you to read the Privacy Policy carefully. It also describes how you can manage your privacy settings and exercise your rights (such as opting out of certain data uses).

In summary, we implement appropriate technical and organizational measures to secure personal data and we comply with relevant privacy laws like GDPR, TDPSA and CCPA to the extent applicable. If you have questions about privacy or data protection, please refer to the Privacy Policy or contact us at support@grassrootscarbon.com.

5. Disclaimer of Warranties

Use of the Services is at your own risk. The Services (including the Site, Subdomains, App, and all Grassroots Carbon Content) are provided on an “AS IS” and “AS AVAILABLE” basis, without warranties of any kind, either express or implied, except as expressly provided in these Terms. To the fullest extent permitted by law, Grassroots Carbon disclaims all warranties, express, implied, or statutory, in relation to the Services and any third-party content or services, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

Grassroots Carbon does not warrant that:

• The Services will meet your specific requirements or expectations;

• The Services will be uninterrupted, timely, secure, or error-free;

• The information or results that may be obtained from the use of the Services will be accurate, reliable, or complete (for example, we do not guarantee that using our App will result in any particular agricultural or financial outcome for your ranch, or that maps and data will be error-free);

• Any errors or defects in the Services will be corrected.

Any information or advice (oral or written) obtained by you from Grassroots Carbon or through the Services shall not create any warranty not expressly stated in these Terms. Grassroots Carbon is not responsible for any third-party equipment or software you use in connection with the Services, and any issues with such third-party tools are outside our control.

No Agricultural or Financial Advice: While our PastureMap App and related resources provide tools and information for grazing management and carbon soil health, they should not be considered professional agricultural, environmental, or financial advice. You are responsible for your own decisions and interpretations of data. Always exercise independent judgment and, if needed, consult professionals before relying on data or recommendations from the Services for critical decisions.

Some jurisdictions do not allow the exclusion of certain warranties or conditions, so some of the above disclaimers may not apply to you. In such cases, the disclaimers shall apply to the maximum extent permitted by applicable law.

6. Limitation of Liability

To the fullest extent permitted by law, Grassroots Carbon, its affiliates, and their respective directors, officers, employees, agents, partners, and licensors shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenues, business opportunities, goodwill, use, data, or intangible losses, even if we have been advised of the possibility of such damages. This limitation of liability applies whether such damages arise from contract, warranty, tort (including negligence), strict liability, or any other legal theory.

In particular, Grassroots Carbon will not be liable for:

• Damage to Property or Operations: Any damage to your crops, livestock, land, or business that might occur from following advice or data from the Services. (For example, if a suggested grazing rotation leads to unexpected results, or if data is inaccurate.)

• Service Interruptions or Data Loss: Any harm resulting from loss of data, inability to access your account, or downtime of the Services. We highly recommend that you keep backups of important information independently.

• User Conduct or Third-Party Acts: Any user-submitted content (e.g., if you rely on data shared by another user or if another user misuses your shared content), or the defamatory, offensive, or illegal conduct of any third party.

• Events Outside Our Control: Any issues resulting from events beyond our reasonable control, such as internet outages, acts of God, war, terrorism, natural disasters, or pandemics that might impact the availability or security of the Services.

Maximum Liability: In any case, our total aggregate liability to you for all claims arising out of or relating to the use of or inability to use any portion of the Services or otherwise under these Terms, whether in contract, tort, or otherwise, is limited to the greater of: (a) the amount you have paid to us for the Services in the six (6) months prior to the events giving rise to the claim, or (b) US $120. If applicable law does not allow the limitation of liability for certain damages, the above limitation may not apply to you and you might have rights additional to those contained herein.

Basis of the Bargain: You acknowledge and agree that Grassroots Carbon has offered its Services and set its prices (if any) in reliance upon the disclaimers of warranty and the limitations of liability set forth in these Terms, that the disclaimers and limitations reflect a reasonable and fair allocation of risk between you and us, and that these disclaimers and limitations form an essential basis of the bargain between you and Grassroots Carbon. We would not be able to provide the Services to you without these limitations.

Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations and exclusions may not apply to you. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

7. Indemnification

You agree to indemnify, defend, and hold harmless Grassroots Carbon, its parent, affiliates, and subsidiaries, and each of their respective officers, directors, employees, agents, partners, and licensors (each an “Indemnitee”) from and against any and all losses, liabilities, claims, demands, damages, expenses, or costs (“Claims”), including reasonable attorneys’ fees, arising out of or related to: (a) your use of the Services (including any data or content transmitted or received by you); (b) your violation of these Terms or any other applicable agreement or policy (including the Privacy Policy); (c) your violation of any laws, regulations, or rights of a third party (for example, your violation of someone’s intellectual property or privacy rights by uploading content without permission); or (d) any misrepresentation made by you.

We reserve the right to assume, at our expense, the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in such case, you agree to cooperate with our defense of such Claim. You agree not to settle any such Claim without our prior written consent. We will use reasonable efforts to notify you of any Claim as soon as we become aware of it.

This indemnification obligation will continue even after you stop using the Services or your account is terminated.

8. Dispute Resolution and Arbitration

Please read this section carefully, as it affects your legal rights, including your right to file a lawsuit in court.

8.1 Agreement to Arbitrate

ANY DISPUTE OR CLAIM relating in any way to these Terms or your use of the Services (including any alleged breach of these Terms, any controversy over the scope or enforceability of this arbitration clause, and any claim arising from our communications or advertising) will be resolved through final and binding arbitration, rather than in court, except as otherwise provided below. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND GRASSROOTS CARBON ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY or to participate in a class action and that the Federal Arbitration Act and federal arbitration law apply to this agreement.

Arbitration is usually less formal and has more limited discovery than court, but it can award similar damages and relief, including injunctive and declaratory relief or statutory damages, on an individual basis.

8.2 Exceptions to Arbitration

Notwithstanding the above, you and Grassroots Carbon retain the right to:

• Small Claims Court: Bring an individual action in small claims court for disputes or claims within the scope of that court’s jurisdiction, as long as the matter remains in that court and advances only on an individual (non-class, non-representative) basis.

• Injunctive Relief: Seek temporary injunctive relief in a court of law to preserve the status quo or prevent immediate, irreparable harm, in aid of arbitration or if the arbitration panel would not have authority to grant the relief on an interim basis.

• Intellectual Property: Litigate in court any dispute relating to the infringement or validity of our intellectual property rights or your intellectual property rights.

8.3 Arbitration Procedures

Arbitration shall be administered by a reputable arbitration organization mutually agreed upon by the parties (such as the American Arbitration Association “AAA” or Judicial Arbitration and Mediation Services “JAMS”), under the applicable rules of that forum in effect at the time the claim is filed. If the parties cannot agree on an arbitration forum, the arbitration shall be administered by the International Institute for Conflict Prevention & Resolution (CPR) in accordance with the CPR Rules for Administered Arbitration, as was referenced in earlier versions of these Terms. If CPR is not available, then a substitute arbitration provider will be selected by the court.

The arbitration will be conducted by a single neutral arbitrator, unless the claim amount exceeds a threshold (for example, $250,000) in which case a panel of three arbitrators may be used as per the applicable rules. The arbitration shall be conducted in English, and can be done by telephone, video conference, or in person in the county or other jurisdiction where you reside, or another mutually agreed location. If an in-person hearing is required and the parties cannot agree on a location, a neutral location will be chosen by the arbitration organization.

Arbitration Fees: Each party is responsible for their own attorneys’ fees, but if you cannot afford the arbitration filing fee, and provided your claim is non-frivolous, Grassroots Carbon will consider a request to pay your portion of the filing fee (or the arbitrator may allocate fees as appropriate under the applicable rules or law). Otherwise, the payment of filing, administration, and arbitrator fees will be governed by the chosen arbitration organization’s rules (for example, AAA’s Consumer Arbitration Rules). We will not seek attorneys’ fees or costs from you in arbitration unless the arbitrator determines that your claim is frivolous or brought in bad faith (in which case the arbitrator may award attorneys’ fees to the prevailing party under applicable law).

Decision: The arbitrator shall issue a written decision and provide a statement of reasons if requested by either party. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any individualized remedies that a court could award under these Terms and applicable law, including injunctive or declaratory relief only as needed to resolve your individual claim.

8.4 Class Action Waiver

Both you and Grassroots Carbon agree that all claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a class, collective, consolidated, or representative basis. YOU AND WE AGREE THAT WE MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to combine or aggregate similar claims or conduct any class or representative proceeding, nor to make an award to any person or entity not a party to the arbitration.

If this class action waiver is found to be unenforceable or if the entirety of the arbitration agreement is deemed unenforceable, then the arbitration agreement shall be null and void (in which case the dispute must be brought exclusively in court, following the jurisdiction and governing law provisions below).

8.5 Notice and Negotiation

Before initiating arbitration or any legal proceeding, the claimant must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute and the specific relief sought. We strongly believe that most disputes can be resolved through good faith negotiations if we know about the issue. You must send any Notice to us by email at support@grassrootscarbon.com AND by certified mail to: Grassroots Carbon, 122 E. Houston Street, San Antonio, Texas 78025. We will send any Notice to you at the contact information we have for you (for example, to your email and/or mailing address on file).

If we do not reach an agreement to resolve the claim within 60 days after the Notice is received, either party may then commence an arbitration proceeding (or small claims action, if applicable). The arbitration demand must include a copy of the Notice.

8.6 Governing Law

This Agreement, and any dispute between you and Grassroots Carbon, shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. However, the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration provisions and any arbitration awards.

If for any reason a claim proceeds in court rather than in arbitration (e.g., if the arbitration agreement is found unenforceable or if an exception above applies), such disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in Bexar County, Texas, and you and Grassroots Carbon waive any objection to personal jurisdiction and venue in such courts. You agree not to sue us in any jurisdiction other than Bexar County, Texas (and we agree to the same regarding you, subject to any applicable consumer protection laws that may grant you the right to choose your home forum).

8.7 Time Limit to Bring Claims

Any claim or cause of action arising out of or related to the use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose; otherwise, it is forever barred. This limitation period is intended to provide certainty to both parties and is an express condition of the bargain. (This provision may not apply to you in certain jurisdictions where such time limits on bringing claims are prohibited by law.)

9. Termination

9.1 By You

You may stop using our Services at any time. You may also delete your account at any time by contacting us or using any account deletion interface we provide. Deleting your account will terminate these Terms with respect to you (except for the surviving provisions noted below). Please note that if you cancel a paid subscription, it will terminate at the end of the current billing cycle as described earlier; simply deleting the App from your device will not automatically cancel any recurring charges — you must explicitly cancel or delete your account.

9.2 By Grassroots Carbon

We reserve the right to suspend or terminate your access to the Services (or certain features of the Services) at any time, for any reason, and without advance notice, including if we believe you have violated these Terms or you are otherwise engaging in behavior that we think may harm the Services, other users, or our business interests. We also reserve the right to remove or delete any User Content that we, in our sole discretion, believe violates these Terms or that is unlawful, harmful, or inappropriate.

In most cases of minor violations, we will endeavor to provide you with a warning and an opportunity to correct the issue, but for serious violations or legal risks, suspension or termination may be immediate. We may also terminate accounts that have been inactive for an extended period or in cases of non-payment for paid subscriptions.

9.3 Effect of Termination

Upon any termination of this Agreement:

• Your Rights End: Your license to use the Services will immediately cease, and you must stop all use of the Site and App. If you attempt to access the Services after termination, you may be denied.

• Data Access: In general, if we terminate your account (other than for your breach), we will provide you the opportunity to retrieve your User Content from our systems (for example, by requesting an export) before deleting it, if feasible. However, if termination is due to your breach or harmful conduct, we may immediately delete your data to protect our interests and those of other users (subject to our obligations under the Privacy Policy). We are not liable for any loss of data due to termination; maintaining backups of your data is your responsibility.

• Payments Due: Any outstanding payment obligations you have incurred prior to termination remain due. If we terminate for your breach, you will not be entitled to any refunds for services already paid.

• Surviving Provisions: The following sections of these Terms will survive termination: Sections related to Intellectual Property (ownership and license grants to your Feedback), Privacy, Disclaimers of Warranty, Limitation of Liability, Indemnification, Dispute Resolution and Arbitration, Governing Law, Entire Agreement and Severability, and any other provision that by its nature should survive termination (such as payment obligations incurred prior to termination).

Termination of your account or these Terms does not relieve you of any obligations to pay any outstanding fees or costs owed, nor will it waive any liability you may have incurred prior to termination.

10. Miscellaneous

10.1 Entire Agreement

These Terms, together with the Privacy Policy and any additional terms to which you agree when using particular elements of the Services, constitute the entire agreement between you and Grassroots Carbon concerning the Services and supersede all prior agreements or communications (whether written or oral) between you and us regarding the subject matter hereof. There are no third-party beneficiaries to this Agreement except as expressly stated (for example, Apple and Google as described under App Store terms). Any waiver of any provision of these Terms will be effective only if in writing and signed by Grassroots Carbon.

10.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision shall be deemed modified to the minimum extent necessary to make it enforceable (if possible) or severed from these Terms if not possible. In either case, the remaining provisions of these Terms will remain in full force and effect. Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

10.3 Assignment

You may not assign or transfer these Terms (or any of your rights or obligations hereunder) without our prior written consent. Any attempted assignment by you in violation of this section is null and void. Grassroots Carbon may freely assign or transfer this Agreement as part of a merger, acquisition, reorganization, or sale of assets, or by operation of law or otherwise, and you hereby consent to and waive any claims related to such transfer.

10.4 No Agency

No joint venture, partnership, employment, or agency relationship exists between you and Grassroots Carbon as a result of this Agreement or your use of the Services. You are an independent user of the Services, and neither party has the authority to bind or obligate the other in any way.

10.5 Communications and Notices

Grassroots Carbon may send you important notices via the email address or phone number associated with your account, via the Services (such as a notification through the App), or via mail to any address you may have provided. Notices will be deemed given (a) 24 hours after an email is sent, or (b) upon receipt if sent by mail or courier, or (c) immediately when posted within the Services. It is your responsibility to keep your contact information up to date. You consent to receive communications from us electronically and you agree that all terms and conditions, agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

If you need to contact us for any reason relating to these Terms, you may do so by emailing support@buildgrassroots.com or by mail at Grassroots Carbon, 122 E. Houston Street, San Antonio, Texas 78025.

10.6 Force Majeure

Grassroots Carbon will not be liable for any failure or delay in performance of its obligations (except payment obligations) under these Terms if such failure or delay is caused by an event beyond our reasonable control, including but not limited to acts of God, war, terrorism, strikes, embargoes, fires, pandemics, natural disasters, power outages, or Internet disturbances.

10.7 Export Compliance

The App and Services may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country to which the U.S. has embargoed goods or services, and that you are not on any U.S. government list of prohibited or restricted parties.

10.8 Headings and Interpretation

Headings in these Terms are for reference only and do not affect the interpretation of the provisions. Terms like “including” shall be interpreted to mean “including without limitation.” If we use the term “in writing,” this includes e-mail.

By using the Services, you acknowledge that you have read these Terms & Conditions, understand them, and agree to be bound by them. If you do not agree, please do not use the Site or App.

Thank you for taking the time to read our Terms & Conditions. We appreciate your trust in Grassroots Carbon and look forward to helping you manage your regenerative grazing and carbon initiatives effectively and securely.