The services under these Terms are provided by Single.Earth OÜ, a company established and existing under the laws of the Republic of Estonia with the registry code 14873080 and contact address at Volta 1, Tallinn 10411, Estonia. The services that involve holding of, or transactions in, MERIT tokens, are operated under the virtual asset service provider license issued by the Estonian Financial Intelligence Unit (license no. FVT000524).
Our overall goal is to build a system of technological, scientific and financial means which would facilitate conservation of the natural environment to maintain and improve the provision of ecosystem services (namely carbon sequestration in biomass) and ecosystem integrity (function, structure and composition of ecosystems, i.e., biodiversity) globally. For further information, please see more information available on the Website.
Our services should be used only by persons that share this overall goal and who want to contribute to, and participate in, building that system in good faith.
Our agreement with you
These Terms set out the main terms and conditions of Single.Earth services and form the basis of our business relationship. In addition to the Terms, we have regulated and will regulate some aspects of our services in separate terms and conditions which apply to all or to specific categories of Users (Special Terms). At the date of the current version of the Terms, the following Special Terms exist:
- Landowner Terms - applying to Landowners
- Contribution Terms - applying to Contributors
If you do not agree to the Terms or to the Special Terms or it would be unlawful for you to use the services of Single.Earth, you should not provide your consent and you are not entitled to use our services.
In the Agreement, we refer to the Science Whitepaper and we may publish other similar papers in the future that describe the concepts and policies we apply in providing our service (“Concept Papers”). We disclose them for information purposes only and they are not directly part of the Agreement.
All these documents mentioned in this section are accessible and can be downloaded from our Website (when published). We suggest that you download a copy of these documents or request us to send you a copy through email.
Risks related to virtual assets and our services
If you see MERIT tokens as an investment opportunity, please note that the value of MERITs can go up or down and do not invest unless you are prepared to lose all your money paid. MERIT token would be a high-risk investment. Similarly, although we work towards solutions for creating meaningful value for supporting the conservation of natural environments, there is no guarantee that a market or other use cases develop for transactions in MERIT tokens or that the value of MERIT tokens will reach or maintain a certain level. Virtual assets are not currently regulated in Estonia. Our operations are not supervised by any financial sector supervisory authority and we are not covered by any financial compensation scheme.
Before using our services and making transactions in MERIT tokens or in any other virtual asset, please read carefully our Risk Disclosure Statement
and make sure you understand how our Platform works and what are the related risks.
Limits on access and services
Although our overall goal is to achieve global reach with the complete concept and service, we need to start small and grow gradually. This means that we will first focus on certain geographies, certain user groups, certain types of natural environments, certain functionalities, etc.
Also, our services, incl. services related to virtual wallets and MERITs, are made accessible and provided in the Republic of Estonia and our operations are managed and carried out in Estonia. We do not operate our business in any other country. Our activities are subject to different regulatory requirements and restrictions (e.g., laws on anti-money laundering, regulations on virtual asset services) and such regulations differ across countries. Also, there may be limitations by our cooperation partners and service providers, which we will need to follow (e.g. limitations on countries to and from which we can make or accept payments).
This all means that we will not provide services to all persons and there are limitations on the services, functionalities, volumes, etc. We will inform you of such restrictions when you access or use our Platform.
3. USER REGISTRATION AND USER ACCOUNT
For using Single.Earth services a person must become a User on our Platform and open and maintain a User Account.
In registering for the User Account, you confirm that:
- you as a private individual are at least 18 years old;
- you as a private individual, legal person, or other organization, have full legal capacity and are fully authorized to enter into an agreement with us;
- your use of Single.Earth Platform and services will not violate any agreements, obligations, laws or regulations applicable to you.
Single.Earth will provide services only to registered Users and depending on the service and in accordance with the applicable laws and regulations whose identity has been verified and who have passed the customer due diligence process.
During the registration phase, we may ask you to identify yourself and provide us with information regarding yourself and your activities. We also ask you to provide us with certain documents evidencing the information provided. We may also ask you to provide additional information or explain the information already provided.
In order to verify the information you have provided, we have the right, and in some cases also the obligation, to make enquiries to public or private registries or to other sources or to engage third party service providers and share your information with them.
You confirm that the information you provide us during the registration and later during our relationship is true, accurate and complete.
It is our discretionary decision to register you as a User or refuse registration.
We inform you of our decision through the Platform or via email.
For registering a land plot on the Platform, a Landowner is required to go through a land registration process as set out in the Landowner Terms.
Your obligations regarding the information
You undertake to immediately update the information you have provided with us during the User Account opening process whenever there is change in such information. Continuous integrity and accuracy of the information is very important for us and also for the purposes of ensuring the orderly functioning of the Platform.
We may ask you to provide us with additional information during our relationship if we deem this necessary for the purposes of understanding your activities on the Platform, ensuring accuracy and completeness of the information or otherwise in connection with our services. You undertake to provide us with the requested information without delay.
The User Account and Single.Earth services can be used only by a User. Each User opens an individual User Account and it is accessible through the Single.Earth Platform.
You agree to use the User Account and the Single.Earth services in good faith and in accordance with these Terms, incl. its appendices and also in compliance with applicable laws and regulations.
You must not use the Platform:
- for the purposes of, or in connection with, laundering money, financing terrorism or weapons proliferation, environmental crime, fraud, corruption, bribery, cyber-crime, or other illegal activities;
- in a way that adversely interferes with or attempts to interfere with the normal operations, and/or activities of the Platform or the legitimate interests of others, or to introduce a software virus or other disruptive program or do any other acts which would disrupt the orderly functioning of the Platform.
We have the right to suspend or terminate your access to the User Account or to any of the services on the Platform, incl. restrict your use of MERITs or funds you hold with us, on the grounds set out in the Section “Term and Termination” below.
In addition, we may suspend access to the User Account if we suspect or become aware of any unauthorized use of the User Account or if you inform us of such use.
The Platform or any of our services may also be temporarily inaccessible due to technical reasons while we deploy new functions or revise the existing ones. We will inform you in advance of any such planned halts.
In communicating with you, we will send you a message through your User Account or use the email address or the telephone number you have provided to us. You undertake to keep your contact details up-to-date. You can contact us either by sending us a message through the User Account or by sending an email to firstname.lastname@example.org.
The language of our communication and services is English. When using the Platform you should be able to understand and communicate in English, incl. provide information and documents in English or translated into English, at our request. Although we would like to, we will not be able to support our service in all languages.
We are committed to maintaining the security of the Platform and have implemented industry standard protection for Single.Earth services. However, your individual actions may pose risks. You agree to keep your User Account access credentials (such as username and password) confidential, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your User Account and personal information.
When you create a User Account, you agree to:
- create a strong password that you do not use for any other website or online service;
- maintain the security of your User Account by protecting your password and restricting unauthorized access to, or use of, your User Account; and
- promptly notify us if you discover or otherwise suspect any security breaches related to your User Account, incl. unauthorized access or use.
You acknowledge that all instructions provided via the User Account will be treated as having been provided by you and you will bear all responsibilities arising from these instructions. If another person has provided instructions on Single.Earth Platform via your User Account, you will solely be liable for any damages to yourself, to Single.Earth or to other Users as a result of any unauthorized access.
4. ASSESSMENT OF THE ECOSYSTEM SERVICES
Before MERITs can be minted and any services in relation to MERITs are provided, the following steps need to happen:
- Landowner must register their land plot(s) through the Land Management application; and
- Single.Earth has initiated the Assessment regarding registered land plots.
Landowners are requested to go through the land registration process with each land plot they wish to sign up for the Assessment, and consequently, for receiving MERITs.
Each Landowner will need to separately agree to the Landowner Terms.
For the purposes of ensuring the quality and correctness of the Assessment and also, in order to collectively contribute to the conserving of natural environment, the Landowner Terms set out certain expectations and obligations on the Landowners (e.g. prohibition of clearcutting or environmental crime, informing Single.Earth of any adverse changes on the land plot or of plans for such change).
After a land plot is registered, we initiate the Assessment process in accordance with the Science Whitepaper. The Assessment is a continuous process.
The Assessment will be performed through the implementation of our models (incl. the Digital Twin) based on the information provided by Landowners and the data retrieved from external sources.
The Assessment regarding a land plot is carried out solely for the purpose of minting MERITs and for their intended use in accordance with our Agreement.
In order to avoid any confusion and misunderstandings, it is very important that you, especially as a Contributor or a Buyer, clearly understand what our Assessment is about and what a MERIT token or making a financial contribution represents.
Single.Earth enables Buyers to financially incentivise landowners to preserve and improve the provision of ecosystem services on their lands. MERITs are not to be used for offsetting greenhouse gas emissions elsewhere and should not be advertised or promoted as such. You may only claim to have achieved what is explicitly set out in our Claims Guidance (see Appendix I). Please reach out to us for any support you may need.
The result of our Assessment is minted in the form a MERIT token and firstly credited to the Token Wallet of a Landowner whose land has provided the nominal value of the assessed ecosystem services.
The minting and the relationship with the Assessment is described in the Science Whitepaper.
MERITs will only be minted based on the Assessment. However, no MERIT is directly linked to a specific land plot after being minted.
MERIT tokens are fungible instruments, i.e. interchangeable among themselves.
MERITs and Token Wallets are operated on the public blockchain network Solana which is an open-source software project. We do not own or control any blockchain protocols and software, and assume no responsibility for the operation of the underlying protocols. There is no guarantee regarding the functionality, security, legality, or availability of the underlying protocols.
Should there be any changes to the blockchain protocols we use or if we reasonably deem necessary for other technical reasons, we have the right to amend, suspend or terminate the affected services, incl. the right to re-configure, re-deploy or replace the technical solution or parameters forming or underlying MERIT token or the Token Wallet (without materially affecting the value and content of these to the extent under our control).
The minting of MERIT tokens and crediting them to Token Wallets cannot be construed as our offer of virtual currencies (e.g. coins or tokens) to our Users or to the general public. In our dealings with MERITs, we do not raise capital for ourselves and do not receive otherwise proceeds from that process, except for fees that we may charge in accordance with these Terms.
5. THE PLATFORM AND SERVICES
Single.Earth is building an infrastructure and a combination of related services to enable (a) the Landowners to benefit from the ecosystem services their land provides and (b) the Contributors and the Buyers to contribute to the continuing provision of such services, and looking forward, (c) all the Users to use the value of the ecosystem services in their daily financial dealings.Single.Earth operates this infrastructure through the Platform and in that connection provides Users the following services:
- opening, maintaining and servicing a Token Wallet for each User, except for the Contributors who are not dealing in tokens;
- crediting MERITs to the Token Wallets of Landowners (as the initial step after minting them);
- facilitating financial contributions by the Contributors in accordance with the Contribution Terms;
- facilitating transactions in MERIT tokens in accordance with these Terms;
- holding MERITs for the benefit of a User in their respective Token Wallet.
We work towards making that list longer.
Single.Earth Platform does not support anonymous accounts or transactions, the identity of each User is verified and known to us. Information about the Token Wallets and transaction information will be available in the public Solana blockchain network (without your personal information).
Also, we have the right, and often also an obligation under the applicable law, to disclose the information about Users, Token Wallets and transactions in MERITs to government authorities, involved payment service providers, other virtual asset service providers or to other third parties.
The Token Wallet
Each Landowner will automatically be opened a Token Wallet from the moment their first land is registered on the Platform and the Assessment is initiated. Each Buyer will be opened an individual Token Wallet from the moment they first transfer money to Single.Earth to buy MERITs. Contributors are not opened a Token Wallet.
Token Wallet is opened as a custodial wallet in Single.Earth name which means that Single.Earth controls all the access keys related to the wallet.
Token Wallet is accessible only through the Platform.
MERIT tokens are credited to the Token Wallet either through initial minting of MERITs or through a purchase of MERITs. MERIT tokens are debited from the Wallet as a result of a Burn or a sale of MERITs. The minting process is automatic and does not require any instruction by a Landowner. All other transfers in the Token Wallet are made in accordance with the instructions by a specific User and these Terms.
MERIT tokens cannot be transferred to a virtual asset wallet outside the Platform.
Only MERITs, and in case of Landowners, also Land NFTs (when introduced), can be credited to, held and transacted in Token Wallets.
Single.Earth will not provide a service regarding any other virtual assets that may be transferred to a Token Wallet. Should any other virtual asset than MERIT be transferred to a Token Wallet, Single.Earth may return them, keep them on the same wallet with no access by a User, transfer them to a non-custodial wallet, or take any other action at its own discretion.
The Money Wallet
In connection with the transactions in MERITs, Buyers are transferring money to Single.Earth for the purchase of tokens, and Landowners are entitled to receive money for tokens purchased.
Single.Earth holds Buyers’ and Landowners’ money on a bank account that is specifically designated for holding clients’ money. This account and the funds held on the account are segregated from Single.Earth’s own funds.
As Contributors are not dealing in MERITs, their payments do not go through the client money account.
Single.Earth accepts and makes payments only in euros. If you initiate a payment in a currency other than euro, you will need to ensure that the requested amount reaches us in euros, i.e. after deduction of all conversion and payment expenses. Similarly, if we initiate a payment to you in euros, your payment service provider may apply conversion and payment fees if they do not accept euros.
Payment details and conditions for the payment of the purchase price of MERITs are provided to a Buyer in connection with the specific transaction.
Payments to Landowners are made by Single.Earth at least once a month based on the MERIT tokens sold to Buyers or contributions made by Contributors.
Limitations may apply for withdrawing money from the Money Wallet in case we have not been able to verify the identity of the User in accordance with the regulatory requirements or if geographical, currency, or amount based limitations are set by the payment service providers we use.
Each User shall bear their costs related to payments to and from the Money Wallet.
No interest is paid by Single.Earth for the period any funds are held with Single.Earth.
Burning MERIT tokens
MERIT tokens that correspond to the contribution made by a Contributor will be either burned directly on the Token Wallet of a respective Landowner or transferred to the designated ‘burn’ wallet from the Landowner’s/-s’ wallet(s) and burned there. The contribution service does not include any transactions in tokens.
In the future, also a Buyer may choose to burn MERITs that they have bought. This functionality is not available yet.
Transactions in MERIT tokens
A Landowner may choose to offer its MERIT tokens for sale on the Platform or to allow MERIT tokens to be allocated for monetary contributions by Contributors.
For making the above choice, the Landowner needs to submit respective instruction to Single.Earth on the Platform. The conditions of the instruction (e.g. the price, validity period of the instruction) are set out in the specific instruction. Single.Earth will execute the instruction at its discretion subject to the conditions attached to the specific instruction.
Landowner’s instruction is irrevocable and irreversible by the Landowner from the moment Single.Earth has reserved MERIT tokens for a specific purchase transaction or allocated them for a monetary contribution.
A Buyer may initiate a purchase of MERIT tokens by entering respective instruction on the Platform. The conditions of the instruction (e.g. the price, payment deadline) are set out in the specific instruction. Single.Earth will execute the instruction at its discretion subject to the conditions attached to the specific instruction.
Single.Earth can execute a purchase instruction only provided that the Buyer meets the conditions of the instruction and there is a sufficient number of MERITs offered for sale by Landowners. Single.Earth will execute instructions in the order that they were received.
There is no assurance that an efficient and liquid market will develop for MERITs. There is also no assurance regarding the value of a MERIT.
A purchase is a transaction between a Landowner and a Buyer and it is deemed as concluded when the Buyer has paid the full purchase price to Single.Earth. A contribution is deemed as made when the Contributor has paid the contribution amount to Single.Earth.
Any transfer of MERITs and money in the Wallets is unconditional, irrevocable and irreversible from the moment of completion of the transfer. This means that you will not be able to cancel an already completed transaction.
Single.Earth will arrange the transfer of purchased MERIT tokens to the Token Wallet of the Buyer and transfer of the purchase price, less any fees and taxes, where applicable, to the Landowner.
In case the MERITs are allocated to the contribution by a Contributor, Single.Earth will arrange the Burning of the tokens and transfer of the contribution amount, less any fees and taxes, where applicable, to the Landowner.
No transfer or Burn of MERITs shall occur without confirmation of money transfer.
At the initial phase, Buyers can only purchase MERIT tokens and no re-sale can be initiated.
7. CHANGES TO THE PLATFORM; AMENDMENTS TO THE TERMS
Our Platform and services will change
Single.Earth is a start-up company and we continuously develop and enhance the Platform. For example, we are constantly developing our scientific models underlying the Assessment, the technical and operational solutions for MERITs and the Wallets, and working on our product offering. It will be a gradual progress and it will take time.
We also know that the regulatory environment for virtual assets and virtual asset service providers and expectations by the supervisory authorities are changing.
We reserve ourselves the discretion to amend, limit the access to, or terminate any of the functionalities and services on the Platform.
In order to improve our service and also to rely on our User community, we ask you to:
- notify us at the first opportunity of any material circumstance or problem related to the Platform, the Website, our services, to the other Users, or otherwise;
- act in good faith and reasonably, and to avoid causing any harm to Single.Earth or other Users.
Amendments to the Agreement and the Concept Papers
The above means that we will need to adjust the Agreement and the Concept Papers along with our progress. There may also be other reasons for amending these documents. Therefore, we reserve ourselves the right to unilaterally amend these documents. They are expected to change frequently during the coming years.
When we will introduce amendments to the Agreement, we will do that:
- by requesting your agreement to the amendments or to the amended version of the Terms or the Special Terms through the Platform (as described above for providing your consent to these Terms). If you disagree, you will have the right not to accept the amendments and discontinue using all or the affected part of our Platform. In such case, the Agreement as a whole or the respective part will terminate (see for further details in the section Term and Termination below); or
- by informing you of the amendments via e-mail or through the Platform at least 2 weeks prior to the new/amended Terms or the Special Terms becoming effective, in which case you have the right to terminate the Agreement as a whole or the respective terms and conditions, if you do not agree to the amendments, by notifying us via email within the implementation deadline. In such a case, the Agreement as a whole or the Terms or the Special Terms will terminate on the date the new terms and conditions become effective (see for further details in the section Term and Termination below). If you do not inform us of your unacceptance, you are deemed to have agreed to the amendments.
When we will introduce amendments to the Concept Papers, we will inform you through the Platform and publicly through the Website at least 2 weeks prior to the amendments becoming effective.
Compensating the damage
In addition to other rights available under the applicable law and the Agreement, each party shall compensate the other party for any direct liabilities, damages, fines, penalties and costs incurred in connection with or directly arising from or out of any breach of the Agreement.
Neither party shall be liable for breach of the Agreement due to unforeseeable circumstances beyond their reasonable control (force majeure, as set out in the Estonian law).
You agree to compensate us for any direct damages and costs which we would suffer as a result of a claim by any third party due to your conduct as a User on the Platform.
In no event, including the negligent act or omission on its part, shall Single.Earth be liable to you, whether under the Agreement or otherwise in connection with it, in contract, tort, statutory duty or otherwise, in respect of any indirect, incidental or consequential losses or expenses including loss of profits, goodwill, reputation, business receipts or commercial opportunities, whether or not foreseeable.
Compensating the damage
The Platform and our services are provided on an “as is” and “as available” basis as we have described them in the Agreement. We make no warranties of any kind, whether express or implied, in relation to the Website or the Platform, including but not limited to, implied warranties of satisfactory quality, functionality, fitness for your particular purpose, compatibility, security, condition or completeness. Also, as mentioned elsewhere in these Terms, we cannot ensure our services will be continuous, uninterrupted, timely or error-free.
The operation of the Platform and our services, including the Assessment, the blockchain network related activities, are relying on the availability and reliability of third party services and information. Although we make efforts ourselves to check on the quality of third-party information and services, we cannot fully eliminate the risk that the Platform or our services will be adversely affected by failures in third-party information or services.
You agree that we are not liable for any damages or costs you may incur as a result of any of the above.
The limitations on our liability herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.
9. DATA PROTECTION AND CONFIDENTIALITY
You acknowledge that in order to provide you services, we may process personal data about you as an individual. If you represent a legal entity, we may also collect personal data that you have or will provide to us concerning your employees, other associates, or other individuals. You confirm that your disclosure of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date, and relevant when disclosed.
10. INTELLECTUAL PROPERTY
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials provided in connection with the services, including, but not limited to trademarks, trade names, logos, design, graphics, photos, unique technical and scientific solutions or inventions, and any rights attached to such intellectual property, and the intellectual property rights of software compilation, associated source code and software, are and remain the property of Single.Earth OÜ.
12. COMPLAINTS, DISPUTE RESOLUTION, GOVERNING LAW
These Terms and all non-contractual obligations arising from or connected with them, and the use of the Single.Earth services will be governed by and construed in accordance with the laws of the Republic of Estonia. In case you are a consumer, you are also entitled to the protection of those mandatory provisions of law that would be applicable to you in the absence of this clause.
In case you have a concern or an issue with any of the services provided to you by Single.Earth OÜ, you can make a complaint to us by sending an email to our support team at email@example.com. To ensure that we can respond as quickly as possible please include the following in your complaint communication: your name and account information that lets us identify you, the date on which the issue arose and a clear description of the issue.
We will notify you via email once we have received the complaint and the support team might ask for further information about the issue if needed. We will make our best effort to resolve the complaint as soon as possible and will send you our final response within 15 working days of receiving the complaint.
If you are not satisfied with our final response and/or disagree with the solution proposed by us, you can submit an application to the Estonian Consumer Disputes Committee, operating at the Estonian Consumer Protection Board and Technical Regulatory Authority, to resolve the dispute. If you live in the European Economic Area, you can also make a complaint on the European Commission website. When they ask for our contact email, enter firstname.lastname@example.org.
We agree that any disputes regarding, or arising from execution of and performance under the Agreement, incl. the Terms and the Special Terms, will be solved by way of negotiations. In case the negotiations fail, the dispute may be brought in the courts of the Republic of Estonia. In case you are a consumer, you may also bring an action against us in the courts of the country of your residence.
13. OTHER MATTERS
Unless otherwise set out in these Terms, it is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Platform, and to withhold, collect, report and pay the correct amount of tax to the appropriate tax authorities.
You agree that we may assign our rights under the Agreement or transfer the Agreement or any parts of it to a third person that belongs to the same group with Single.Earth or to a third party that Single.Earth may involve into the activities described in the Agreement without your separate consent. You may not assign or transfer any rights or obligations you have under the Agreement without our prior written approval.
If any portion of the Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of the Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
Single.Earth provides only the services and performs only the activities that are described in the Agreement and in the Concept Papers. You should always consider your own circumstances prior to making any decisions and seek professional advice, if necessary. We do not provide you any advice, but we remain available to explain to you what and how we do in SIngle.Earth, including the risks that relate to our services and the MERITs.