Terms of Service

1. ABOUT THESE TERMS OF SERVICE

These Terms of Service (the "Terms of Service") are the binding contract between You and NEOVEE SOLUTIONS S.L. (hereinafter, "Tree-Nation", "we", "us", "our"), governing the terms and conditions under which You can participate in reforestation projects owned by Tree-Nation'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 Tree-Nation (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.

2. DEFINITIONS

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:
• "Citizen 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 Tree-Nation 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.
• "Gift Tree(s)": means the digital and Digital tree(s) or pack of trees that have been or will be planted as a gift or present for other Users or Customers. The Gift Tree(s) will appear in the Virtual Forest of the Recipient(s).
• "CO2 offset": refers to the estimate of tones of CO2 offset by trees planted or allocated based on the methodology developed by Tree-Nation, which can be found at the following link.
• "Recipient(s)": means the recipient of the Gift Tree(s).
• "Services": means the tree planting contribution services in Reforestation Projects offered by Tree-Nation through the Website.
• "Platform": means the software owned by Tree-Nation that enables Users to contribute to the Reforestation Projects and manage their Account.
• "VQS (Validation Quality Score) Report": means the Tree-Nation document that assesses the verification quality of a Reforestation Project, where applicable. The VQS score reflects compliance with Tree-Nation's quality standards. Projects must achieve a minimum VQS score to be accepted and remain on the Platform.
• "License": means, where applicable, the authorization granted by TREE-NATION to the Customer, whereby the Customer acquires the right to use the Tree-Nation Platform, on the basis of the provisions of the Agreement.
• "TREE-NATION Marks": means, where applicable, the trademarks, trade names, logos, distinctive signs, among others, owned by Tree-Nation.
• "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 Tree-Nation, either through automated processes or through telematics meetings with Tree-Nation 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.

The terms defined in this section also apply to the Terms of Use and the rest of the Tree-Nation Website.

3. OUR SERVICES; PROJECTS AND PLANTATION

3.1 The Platform

Tree-Nation 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 Tree-Nation has collaboration agreements, with the aim of combating climate change.
• 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 Tree-Nation Account, serving as proof of its authenticity. These trees become an integral part of Your Virtual or Corporate Forest.
• Display a personalized message with Your logo on each tree (in Corporate Forests only).
• Display the name of the Recipient for Gift Trees.
• Download a certificate, endorsed by the local Project Owner, to accompany each Digital Tree or set of Digital Trees planted.
• Once a Recipient has accepted the Digital Tree, a dedicated Virtual Forest is established, featuring relevant statistics tied to the planted tree.

Your use of the Platform, including content uploads, must adhere to Tree-Nation's Terms of Use.

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

3.2 Reforestation Projects and Tree Planting

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 Tree-Nation and the Project Owners, typically taking place within twelve (12) 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, Tree-Nation 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.

TREE-NATION 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 Tree-Nation's own methodology, which in no case should be taken as definitive or binding for Tree-Nation. 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.

3.3 Availability of Tree species and Projects

Each paid Tree order placed by You triggers Tree-Nation to plant a Tree in a plantation Project visible on the Tree-Nation Website in accordance with this Agreement.

Availability affects specific species of trees or Project choices. Tree-Nation guarantees the planting of the Tree(s) in the chosen Project or, when it is not possible, a suitable alternative.

If a species is not available, Tree-Nation undertakes to plant a similar species.

Tree-Nation reserves the right to replace, modify, expand or reduce the catalog of species and projects offered through its Website.

3.4 Tree Gifts

You may designate the Digital Trees that become Tree Gifts to be sent to others, including Your customers, employees or partners, at Your discretion.

The decision to allocate Digital Trees as a Tree Gift must be made prior to adding them to Your Virtual or Corporate Forest, as Tree Gifts involve a separate process.

For each designated Tree Gift, Tree-Nation will issue a unique 'Tree Gift URL' together with an access code. These URLs allow You to offer Tree Gifts to others (the Recipients).

Through the Website and by using the access code provided, the Recipients can access their Digital Tree, which includes Your personal message, a Digital Tree certificate, updates on the Project, a geolocated Project map and a comment section.

3.5 Other features (for organizations only)

It is strongly recommended that You automate tree planting requests using Tree-Nation's API or a Tree-Nation-affiliated plugin to streamline the process. For more information, please contact us at contactus@tree-nation.com.

Should You wish Tree-Nation to handle the process of adding Digital Trees to Your Account, an additional fee may be charged, which will be communicated and agreed upon prior to implementation.

4. EXISTING CONTRACTING MODALITIES ON THE WEBSITE

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, Tree-Nation offers You the following contracting modalities:

4.1. Charging of credits to the Account ("Credits"):

Through this method, You can charge Your Account with money in euros, which can then be used to plant trees in the different Reforestation Projects ("Credits").

4.1.1 Credit recharge process

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.
• Review the details before confirming the transaction.

By default, we have "Automatic Recharge" turned on. This means that if You purchase 10 euros worth of Credits and keep this option active, when Your initial 10 euros run out, we'll automatically add another 10 euros to Your Account, regardless of how long it takes You to use the initial Credits. This continues as long as You have this option on.

We'll transfer funds from Your bank account or selected payment method to Your Account. Once the Credits are deducted from Your Account, You can use them to plant trees in the Projects You choose. Each Credit is equivalent to 1 Euro (1=1). When signing up for Projects, You can decide whether to use the available payment methods or the Credits in Your Account. If You choose Credits, we'll deduct the amounts from Your Credit balance.

4.1.2 Conditions for the Use of Credits

You can't change or cancel a Credit charge once it's in Your Account.

If You run out of Credits for a Project, You'll need to pay the remaining balance right away using another accepted method or at the end of the month, depending on Your Plan.

The minimum Credit recharge is 10 euros. Credits are valid for one (1) year from the day You add them to Your account. If You don't use them by the end of the year, we may allocate them to existing Projects at our discretion.

4.2 Payment per Digital Tree(s)

Your participation in the planting and gifting of Digital Trees within our Reforestation Projects can be accomplished through a one-time payment for a designated quantity of Digital Trees. You may complete this payment using Your credit card or one of the other available payment methods.

4.2.1 Payment process

To contribute to the planting of trees by making a one-off payment, please follow these steps:

• On the contracting page, select the Project, number of trees, species, and payment method from the available options.
• Review the information before confirming Your transaction

By default, we set up a recurring monthly payment option to contribute the same amount to tree planting ("Recurring Payment"). This means that unless You choose the "plant once" option or a different frequency, Your bank account or credit card will be charged the same amount every month, renewing automatically, unless You cancel it as described in Section 7.

4.3 Subscriptions

You can subscribe to one of our monthly plans available on the website, like "Net Zero Citizen" (the “Plans”). With these Plans, Your monthly contribution for planting trees is determined, and the number of trees planted varies based on Your subscription level. Each Plan comes with different benefits, including Credits or free Digital Trees.

We'll choose the Project(s) where Your monthly contribution goes, and You can see the trees planted and their Project details in Your Virtual or Corporate Forest.

4.3.1 Payment process

To subscribe to a Plan, follow these steps:

• Visit the subscription page and choose the Plan that fits Your needs.
• Review the Plan details before confirming.

Each Plan involves a monthly payment, with the chosen Plan amount automatically deducted from Your bank account or credit card each month.

4.4 Free Trees

We might offer You Free Trees with certain conditions, which we'll let You know about before You use them. We can decide who can get these Free Trees, and we can change or remove the conditions at any time without notice, as allowed by the law.

4.5 Change in the contracting method

Once You've activated Automatic Recharge or Recurring Payments, You can adjust Your contract details in the Contributions section of Your Account. You can either "Upgrade" by increasing the amount or frequency, which will require a proportional payment adjustment until the next Billing Period, or "Downgrade" by reducing the amount or periodicity, with the change taking effect in the following period (next month for monthly payments, next quarter for quarterly, or next year for annual payments).

5. TERMS AND CONDITIONS OF PAYMENT

5.1 Applicable prices

Prices on the Website apply when You make a transaction on the Website, and we may change them at any time. Automatic Recharges, Recurring Payments and Plans will be renewed as set out in Section 4 and will be charged to Your bank account or card unless You cancel in accordance with the instructions in Section 7.

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 Project has a "Minimum Price" You'll see when choosing a tree. If Your contribution doesn't meet it, You must add more or fund Your Account to avoid extra charges during direct purchases.

5.2 Methods of payment

Select Your payment method from the options at checkout. We'll guide You to a secure payment platform with clear instructions.

If You choose a bank transfer, please make the payment within thirty (30) calendar days after contracting. Failing to do so cancels the transaction, and we can't provide the Service.

Our payment systems are secure third-party platforms. Your credit card details remain private, and all payment options are safe.

5.3 Invoices

Invoices will be available in the Account, specifically in the "My Contributions" section, where You can view and download invoices from the day following the relevant payment date. In this respect, You expressly agree to receive the invoice in electronic format. However, if You are a consumer, You may request a paper copy of the invoice free of charge, in accordance with the applicable regulations, by sending an e-mail to accounting@tree-nation.com.

6. DURATION OF THE AGREEMENT

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

For Credits, the duration is one year or until Your Credits run out if You do a one-time recharge (see Section 4.1). For payments by Tree(s) (see Section 4.2), it applies to that transaction. For Automatic Recharge (see Section 4.1.1), Recurring Payments (see Section 4.2.1), or Plans (see Section 4.3), it's indefinite as long as they're active or until either party terminates it following these Terms.

7. CANCELLATIONS

7.1 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@tree-nation.com 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.

7.2 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@tree-nation.com.

7.3 Termination by Tree-Nation

Tree-Nation reserves the right to terminate this Agreement if You breach any of the terms and conditions set forth herein. In this case, Tree-Nation 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 Tree-Nation, except as required by law in the case of consumers.

In the event that Tree-Nation 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.

7.4 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.

8. RIGHT OF WITHDRAWAL

The Right of Withdrawal applies to customers only.

The right of withdrawal is the right of the consumer and user to cancel the agreement entered into, notifying the other contracting party within 14 calendar days of receipt of the products purchased or, in the case of services, of the purchase, without the need to justify their decision and without penalty of any kind.

However, the right of withdrawal does not apply to digital content or digital services that have been fully downloaded, accessed, or consumed by You before the withdrawal request.

If the digital content or digital services are provided immediately upon purchase or subscription, You acknowledge and agree that once the digital content or digital services are provided, You will lose Your right of withdrawal.

Exercising of the right of withdrawal is not subject to any formality, so it will be sufficient for the Customer to inform Tree-Nation of their wishes within the period indicated above to our address Calle Alaba 100, 08018 Barcelona (Spain) at the following email address: refund@tree-nation.com using the withdrawal form below, or via the chat enabled on the Website.

Withdrawal form:

To the attention of NEOVEE SOLUTIONS S.L.

I hereby give notice that I renounce the Agreement in relation to the following Services:

Contracted in / reference:
Transaction ID:
Consumer data:
Consumer's e-mail address:
Amount/Price of Services:
Signature of the consumer:
Date:

Consequences of withdrawal:

In the event of withdrawal from this Agreement, we will reimburse all payments received, without undue delay and, in any event, no later than 14 days from the time of receipt of the effective communication of withdrawal.

Such reimbursement will be made using the same means of payment that You used for the initial transaction, unless expressly agreed otherwise; in any event, You will not incur any fees as a result of such reimbursement.

If You request the provision of Services to commence during the withdrawal period, You may be required to pay a proportional amount for the Services provided up to the date of receipt of the notice of withdrawal. However, You will not be required to pay for the full term of the Agreement.

9. DATA PROTECTION AND CONFIDENTIALITY

Your personal data, provided during the Service contracting and execution, will be handled in line with our Privacy Policy.

If Tree-Nation has access to personal data of any identified or identifiable person under Your responsibility in connection with the subject matter of this Agreement, these will be processed in accordance with the Data Processing Agreement available at the following link.

When a Recipient registers an Account on the Tree-Nation Platform, Tree-Nation assumes the role of data controller for the information provided by the Recipient. This creates an autonomous relationship between the Recipient and Tree-Nation.

Both Parties shall maintain the confidentiality of non-public information shared under this Agreement. This information shall not be disclosed, shared, or utilized for purposes beyond the scope of the Services. This obligation of confidentiality extends beyond the termination of this Agreement.

Either party may use trademarks, trade names or other distinctive signs, including logos, to identify You as a customer of Tree-Nation in the usual communication channels of the organizations, such as official websites, e-mail marketing materials, and other promotional materials (presentations or brochures), without incurring additional costs. Any substantial communication campaigns shall be subject to mutual approval by both Parties. However, You commit to respect Tree-Nation's brand and logo guidelines when using the Tree-Nation logo. You are encouraged to refer to the provided 'brand and logo guidelines' document for guidance on proper usage.

You are entitled to communicate about Your support for Tree-Nation, using terms such as 'sponsoring' or 'support.' This acknowledges the one-directional nature of the relationship.

You and Tree-Nation may discuss potential instances where Tree-Nation's mention is appropriate, such as in communications about trees planted or other related activities, to reinforce Your positive contribution to the environment.

10. LIMITATION OF LIABILITY

You agree to exclude Tree-Nation 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.

Tree-Nation 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, Tree-Nation 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.

Tree-Nation 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 Tree-Nation's reasonable control that could not have been avoided or overcome by acting reasonably and prudently). In such event, Tree-Nation 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.

11. MISCELLANEOUS

All communication between You and Tree-Nation 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.

Tree-Nation'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.

12. MODIFICATIONS

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.

13. LANGUAGE, APPLICABLE LAW AND JURISDICTION

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 Spanish 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 Barcelona, Spain.

The European Commission also offers a platform for alternative dispute resolution, which You can access if You are a consumer at the following link.

Notwithstanding the foregoing, Tree-Nation 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.