Launch Date: December 1, 2023
Indigo Carbon PBC, a Delaware public benefit corporation (“Indigo”) is extending this limited offer (the “Offer”) to qualifying participants in its Carbon by Indigo (the “Program”) who are specifically targeted by Indigo. The Offer shall be governed in all respects by the terms and conditions listed below (the “Terms”).
Targeted Offer. The Offer is open only to persons that specifically receive an e-mail invitation (or other explicit, direct invitation) from Indigo or an Indigo employee to explicitly participate. In the event a person receives the Offer by e-mail, the Program account tied to such e-mail shall be the sole Program account that is eligible to participate in the Offer. The invitation to participate must be sent directly from Indigo. Persons who receive the Offer invitation indirectly (including, without limitation, such invitation being forwarded from the original intended recipient or who receive the information in any other manner from the original intended recipient) shall not qualify. The purpose of this Offer is to promote first-time participation in Program final filing for the verification and generation of carbon credits.
Eligibility. To participate in the Offer, the “Participant” must meet all of the following initial eligibility requirements, in addition to any other requirement listed in these Terms:
Participant must be a United States resident;
If an individual, Participant must be at least 18 years old;
Participant must be a person or entity with an account in good standing in the Program as of the Launch Date and throughout the Offer Period (as defined below) (an account in good standing includes, without limitation, having fully completed the Program enrollment process, having executed the Program’s participation agreement, and not being in breach of the Program agreement or any rules of the Program);
Prior to the Launch Date, Participant must not have completed the final filing of any fields in the Program (i.e., the Participant will be completing the final filing of fields for the first time during the Offer Period);
Participant’s account must be serviced directly by Indigo and not by any third party (i.e., Participant must not be using a third party agronomic support or data collection/entry service provider); and
Participant must have at least one field enrolled in the Program as of the Launch Date that implements the Qualifying Practices (as defined below).
Offer Period. As used herein, the “Offer Period” is the period from the Launch Date until 11:59 PM Boston time on February 7, 2024.
Limited Offer. Subject to the terms and conditions herein, Indigo will pay Participant a one-time payment of USD $100.00 for each Qualifying Field that completes Final Filing for 2023 Carbon Crop Credit Generation prior to the end of the Offer Period.
All steps for Final Filing for 2023 Carbon Crop Credit Generation must be fully completed to Indigo’s satisfaction no later than the end of the Offer Period.
The maximum number of Qualifying Fields that a Participant may be eligible for payment under the Offer is 5. The maximum payment per Participant under this Offer is USD $500.00.
The Offer is limited to the first 400 Qualifying Fields that meet all Offer terms and conditions, with a maximum aggregate payout to all Participants of $40,000.00. The Offer shall automatically expire upon the first 400 Qualifying Fields that complete the Final Filing process for 2023 Carbon Crop Credit Generation, which may be prior to the end of the Offer Period. Indigo is not required to provide notice to any person of any early termination of the Offer.
Participation in the Offer is limited to Participants and Program accounts that have not previously participated in the Final Filing process for any carbon credit generation under the Program.
Definitions.
As used herein:
“Qualifying Field” means a field that, as of the Launch Date, is enrolled and mapped in the Program on which at least one Qualifying Practice has been implemented on the entirety of such field for at least the year prior to the Launch Date. In the event of any dispute as to the definition of a Qualifying Field, Indigo’s judgment shall control. Fields that are enrolled and/or mapped with the Program after the Launch Date are not eligible to participate in the Offer. Minimum size of a Qualifying Field is 5 acres.
“Qualifying Practice” means at least one of the following agronomic practices. In the event of any dispute as to the definition of a Qualifying Practice, Indigo’s judgment shall control.
First Time Cover Crop Addition: Introduce a Program qualifying cover crop into a field’s rotation for the first time that has a season length (planting to natural or induced termination) of more than 30 days. (Note: this means planting a cover crop on the field for the first time, not adding another cover crop species.)
Longer Duration of Cover Crops: Increase duration of qualifying cover crop season either by 1) planting 14 or more days earlier than historical planting of a qualifying cover crop, or 2) Terminating 7 or more days later than historical.
Adding a Legume Species to a Cover Crop: Add a qualifying legume species to an existing cover crop blend that does not currently have a legume.
“Final Filing”: means the submission of all data and information to Indigo as required by the Program (including, without limitation, timely and satisfactory response to any follow-up requests) to fully participate in the quantification, verification and generation of carbon credits under the Program for 2023 Carbon Crop Credit Generation (all such submissions shall be in the manner satisfactory to Indigo).
“2023 Carbon Crop Credit Generation” means the Program’s process of generating carbon credits under the Program, which process initiates on/around March 2024, for carbon credit generation in 2025.
Payment. Any payments that a Participant qualifies for under the Offer shall be made within ninety (90) days after the end of the carbon harvest period for the 2023 Carbon Crop Credit Generation, which is estimated to be march 1, 2024. As a condition to receive payment, Participant may be required to provide payment and/or tax information. Participant shall be solely responsible for paying any taxes on any payment received hereunder.
Interpretation. In the event of any dispute as to the interpretation of any rules, operation or definitions relating to the Offer, Indigo’s determination shall be controlling.
Additional Terms. Indigo reserves the right, in its sole discretion, to cancel, terminate, modify or suspend the Offer at any time.
Limitation of Liability. By submitting any Final Filing, making any claim to any payment hereunder or taking any other actions that is reasonably interpreted to participate in the Offer, Participant agrees to be bound by the Terms and further agrees to release and hold harmless Indigo and its subsidiaries, affiliates, advertising and promotion agencies, partners, representatives, agents, successors, assigns, employees, officers, and directors from any liability, illness, injury, death, loss, litigation, claim, or damage that may occur, directly or indirectly, whether caused by negligence or not, from: (i) participation in the Offer; (ii) technical failures of any kind, including but not limited to the malfunction of any computer, cable, network, hardware, or software, or other mechanical equipment; (iii) the unavailability or inaccessibility of any transmissions, telephone, or internet service; (iv) unauthorized human intervention in any part of the entry process or the Offer; or (v) electronic or human error in the administration of the Offer or the administration of the Offer.
Governing Law. THIS OFFER IS GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF TENNESSEE, WITHOUT RESPECT TO CONFLICT OF LAW DOCTRINES. As a condition of participating in this Offer, Participant agrees that any and all disputes that cannot be resolved between the parties, and causes of action arising out of or connected with this Offer, shall be resolved individually, without resort to any form of class action, exclusively before a court located in the State of Tennessee having jurisdiction. Further, in any such dispute, under no circumstances shall participant be permitted to obtain awards for, and hereby waives all rights to, punitive, incidental, or consequential damages, including reasonable attorney’s fees, other than participant’s actual out-of-pocket expenses (i.e. costs associated with participation in the Offer). Participant further waives all rights to have damages multiplied or increased.