Landowner Terms

These Landowner Terms are entered into between Single.Earth OÜ, a company registered in Estonia (registration number 14873080) with registered address at Volta str. 1, 10412 Tallinn, Estonia, (“Single.Earth” or “we”) and a Landowner that registers themselves and their Land in the ‘Land Management’ application on Single.Earth platform (“Landowner” or “you”). Single.Earth and the Landowner are also referred to as the Parties.

Single.Earth and the Landowner are deemed to have entered into these Landowner Terms when the Landowner accepts the terms and conditions of this contract by clicking ‘I Accept’ on the Single.Earth platform and Single.Earth grants the Landowner access to the ‘Land Management’ application on the Platform.

These Landowner Terms regulate strictly matters related to the Assessment, the Land NFTs and the preconditions for the minting of MERIT tokens to Landowners. The General Terms of Service apply to matters not regulated in these Landowner Terms.

Background

(A) Single.Earth and the Landowner share a common goal of conserving the natural environment through maintaining and improving the provision of ecosystem services (namely carbon sequestration in biomass) and ecosystem integrity (function, structure and composition of ecosystems, i.e., biodiversity) on the respective land(s). With this we help to halt climate change and biodiversity loss - the most critical global challenge of our time;

(B) Single.Earth puts Landowners at the heart of the solution by facilitating the assessment and valuation of the ecosystem services and ecosystem integrity on their lands. We then facilitate the interaction between Landowners and individuals, and organisations interested in contributing financially to carbon sequestration and nature conservation on these dedicated lands;

(C) for the above purposes, Single.Earth operates a Digital Twin of nature and models through which it (a) (in the first phase) assesses gross carbon removal in biomass on a specific land area pre-qualified as biodiverse and issues a proof of the result of the Assessment in the form of a MERIT (the Assessment phase), and (b) facilitates the sale and purchase of, or other use of, MERIT (the Marketplace phase). At the date of this version of the Landowner Terms, our Assessment is carried out to prove the sequestration of 100kg of CO2 on the Land and thus, one MERIT proves that such sequestration has occurred;

(D) these Landowner Terms are about the Assessment phase and sets out what a Landowner can expect from Single.Earth and what Single.Earth expects from a Landowner.

‍Against this background, the Parties agree on the following:
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1. Glossary

In these Landowner Terms, the capitalized terms and expressions shall have the meaning given to them in the General Terms of Service and as given to them in the below table:

‍Digital Twin - a virtual representation of nature’s features operated by Single.Earth for monitoring them in near-real-time, as described in more detail in the Science Whitepaper

‍General Terms of Service - the General Terms of Service of Single.Earth services (accessible through the Website)

‍Land - a land plot (or land plots belonging to the same person) that the Landowner registers on the Platform

‍Land NFT - a non-fungible token Single.Earth mints for recording the information related to a specific Land. Land NFTs will not be used in the initial phase of our service.
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2. Registration of Your Land and Related Information

The accuracy and completeness of the information regarding your Land is very important for our ability to carry out the Assessment and for ensuring fair functioning of the Marketplace.

‍2.1. You can register your Land on the Platform through your User Account with us.

A Land can be registered only by one Landowner and only once (no double-registration). The minimum size of a Land (or together with the neighbouring Lands) you can register is 3 hectares.

By registering your Land, you confirm that you hold full legal title to the Land or that you otherwise hold all rights to ecosystem services on the Land.

2.2. During the Land registration phase, we ask you to provide us with information regarding the Land ownership, location, its ecological information about the Land, management history and practises, etc. We also ask you to provide us with certain documents evidencing the information provided. The information and documents shall be provided through your User Account on the Platform, or via email at our request.

You confirm that the information provided by you under these Landowner Terms is true, accurate and complete.

2.3. We may ask you to provide us with additional information either in the Land registration process or at a later stage if we deem this necessary for the purposes of the Assessment or otherwise in connection with our services. Unless we set a specific time for your response, we expect you to respond within a reasonable time.

2.4. We aim to process your Land registration request as fast as reasonably possible.

2.5. In order to verify the information you have provided, we have the right to:

- make enquiries to public or private registries or other sources;

- engage third party experts or consultants and share your information with them; and

- visit the location of your Land at our own expense. You agree to facilitate our access to the Land, incl. receiving consent or access details from the legal landowner or person controlling the Land. We will inform you within a reasonable time in advance of our visit and would prefer that you or your representative join us.

We may use these rights both during the Land registration process and later during the validity of these Landowner Terms.

2.6. It is our discretionary decision to register your Land or refuse registration. There are limitations (e.g. based on location, ecological information, landowner profile, etc.) for us in registering lands. Such limitations either come from our own business model, risk appetite, the Assessment methodology, etc., or from the laws and regulations that apply to our activities. These limitations may change over time.

2.7. You must inform us reasonably in advance of a planned material change in the information provided by you or immediately after learning about the occurrence of the change, e.g., a change of the Land ownership or of your rights to control the Land, or damage to the ecological environment.

Also, you should inform us immediately if you notice any inaccuracy in the information displayed in your User Account or if our Platform services are not functioning correctly. We shall both cooperate in good faith to ensure accuracy of the information and proper functioning of the Platform services.

2.8. We will process your information in accordance with the Privacy Policy and the General Terms of Service. This applies also to the information you have provided to us regarding other persons, e.g., the information regarding the legal landowner, if not you, or a co-owner of the Land. It is your obligation to inform them, and seek their consent, if required, that you are sharing their information with us, and we process that information.

In general, we keep your information confidential and process it as described in the referred documents. However, certain information related to the Land (e.g., location, registry/cadastre number, but not your personal data) may be disclosed in connection with the Land NFT (when introduced) and on the Website. By agreeing to these Landowner Terms, you provide your consent for such disclosure. This is important in terms of overall visibility of lands that are part of Single.Earth service and contributes to the transparency for avoiding double-counting the same Land for similar services outside Single.Earth.
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3. Your Expected Use of the Land

Continuing provision of ecosystem services on your Land is our mutual goal. We want our services to contribute to that goal and expect honesty if your goal changes.

3.1. You undertake to avoid forest clear-cutting or elimination of biodiverse environment otherwise on the Land (unless justified for sustainable management purposes). You also agree to maintain the level of ecosystem services on your Land and sustainably manage the Land. You undertake to also inform the legal landowner (if not you) or another person controlling the Land of this commitment.

We recognise that natural disturbances and other event(s) or circumstance(s) beyond your reasonable control may occur even if you act (and have acted) in accordance with prudent operating practice (force majeure).

3.2. You undertake not to use the proceeds received through the sales of MERITs or otherwise through our platform for damaging the ecological environment on lands (not only the Land) owned, managed or otherwise used by you (e.g., clear-cutting, financing the purchase of harvesting machinery, etc.). This is important as such activities will not usually contribute to our mutual goal. For the avoidance of doubt, activities undertaken in accordance with the Acceptable Forest Management Principles are not considered as damaging.

3.3. You undertake not to enrol the Land in nor receive income from any carbon offsetting programme or scheme.

3.4. In case (part of) your Land has a formal nature protection status and you receive payments or subsidies for this purpose, such as payments for Natura 2000 sites or any other national or international conservation support schemes, you accept to receive MERITs only for (the part of) your Land that is not subject to the received payments.

3.5. You undertake to manage the Land in accordance with the Acceptable Forest Management Principles made available on our Website (also as Appendix 1).

3.6. You confirm that you (and the legal landowner, if not you) have not been nor are involved in illegal logging, land clearing, waste trafficking, natural resource use or extraction, wildlife trade, or illegal mining (i.e. collectively the environmental crime) and you undertake not to participate in any activities contributing to environmental crime.

3.7. If your plans change and you will not be able to keep the promises given in this Section 3, you agree to inform us of such plans at least three months in advance of taking any action. This may directly affect the Assessment and issuance of MERIT tokens and we consider this as a material breach of the Landowner Terms if you continue using our services while not meeting the obligations in this Section 3.

3.8. We may supplement and amend the expectations and obligations in this Section and we inform you of such changes in advance in accordance with the General Terms of Service.
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4. The Issuance and Use of Land NFT and MERIT Tokens

Using blockchain technology allows us to record the proof of our Assessment in a secure and accessible way. This facilitates secure transfers of MERITs and orderly functioning of the Marketplace or other services.

4.1. In order to receive and hold the Land NFT and MERIT token(s), the Landowner must have a Token Wallet with Single.Earth. The General Terms of Service will apply to the Token Wallet and related services.

4.2. We will issue the Land NFT and MERIT tokens only for you as the Landowner. [NB! Land NFTs are not issued during the initial phase of our service]

4.3. The Land NFT (when introduced) and MERIT tokens will be issued only after the Land registration is complete, you have been opened a Token Wallet on the Platform, and the Assessment is being initiated.

The Land NFT and MERIT tokens will be issued in accordance with principles determined by Single.Earth and in accordance with the General Terms of Service.

4.4. You agree that for the purposes of facilitating trades in MERITs and for establishing and selecting an efficient procedure for MERIT price discovery, we have the right to reserve and credit MERITs into a reserve/pooling account. You agree that we may issue the MERIT tokens directly to such an account under our control, or collect them from your Token Wallet to such an account and distribute you any funds received from the sales or use these tokens. We will not do that without first informing you of how it will exactly take place.

4.5. We are entitled to reserve and allocate a certain portion of MERIT tokens minted to a Reward Pool. Single.Earth will inform Landowners about the rules of allocations to, and bonuses from, if any, the Reward Pool within a reasonable time in advance before the Reward Pool becomes operational.

The aim of the Reward Pool is to benefit Landowners for their environmentally responsible performance, for the high ecological importance of their lands and for their long-term commitment. To this end, Single.Earth will operate a common pool of MERIT tokens (Reward Pool), where landowners regularly allocate a certain share (e.g. 10%) of their MERIT tokens. Landowners can decrease their allocation to their pool and/or receive bonus MERIT tokens from the pool in case certain conditions are met. These conditions relate to the environmental performance of the landowner, the ecological quality of the land(s) and the duration of commitment to Single.Earth and will be transparently communicated to all Landowners at the appropriate time.

Initially, and until the Reward Pool becomes fully operational Landowners will allocate 5% of the total amount of MERIT tokens minted to them to the Reward Pool and no options to reduce the allocation nor receive bonuses from the Reward Pool will apply.

4.6. The fees and costs related to token issuance and transactions are set out in the General Terms of Service.
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5. What If Something Goes Wrong

We shall both honour the rights and obligations under these Landowner Terms, and this is what also other users of the Platform expect from us both.


5.1. The terms and conditions of the General Terms of Service apply regarding the liability. The below clauses supplement the General Terms of Service and do not replace them.

5.2. You are liable for all damages caused to us due to the breach of these Landowner Terms by you or by another person owning or using the Land. You also agree to indemnify us, at your expense, against all actions or claims brought against us by Users or third parties, including liability, damages, cost and expense, including reasonable legal fees, resulting from or in connection with your or another person’s, who owns or controls the Land, breach of these Landowner Terms.

5.3. In case of your breach of these Landowner Terms, and in addition to other rights we have under these Landowner Terms, or the General Terms of Service, or the applicable law, we have the right to:

a) suspend temporarily or terminate the issuance of MERITs either related to a specific Land or completely

b) delete or remove the Land NFT (when introduced) from your Wallet

c) burn MERITs in your Wallet

d) block or re-transfer the money in your Wallet received as a result of breach of these Landowner Terms

e) suspend temporarily or terminate your access to the Land Management application of your User Account or to the Marketplace or to other Single.Earth services.
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6. Term and Termination

Although we envisage that your Land continues to provide the ecosystem services indefinitely, both you and us may want to terminate these Landowner Terms.

6.1. These Landowner Terms are entered into without a term.

6.2. These Landowner Terms will automatically terminate if the entire client relationship between us is terminated under the General Terms of Service.

6.3. Parties have the right to terminate these Landowner Terms in accordance with the General Terms of Service. In addition, we have the right to extraordinarily terminate these Landowner Terms without any prior notice if:

a) your rights as the Landowner terminate (e.g., the property is sold, property right or lease agreement terminates);

b) you materially breach your obligations under these Landowner Terms as the Landowner or another person who owns or controls the Land causes the same effect.

6.4. Upon termination of the Landowner Terms, we shall have the rights as set out in Clause 5.3 above and in the General Terms of Service. We will continue to process your data to the extent set out in the Privacy Policy.
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7. Other Important Terms

As mentioned above, these Landowner Terms regulate matters that relate to the Landowner and the Land. Matters that are important for all Users, incl. Landowners, are regulated in the General Terms of Service.

7.1. We have the right to unilaterally amend these Landowner Terms as set out in the General Terms of Service.

7.2. The Parties confirm that they have read these Landowner Terms carefully and understand their content and are prepared to assume the rights and obligations set out in these Landowner Terms.
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Appendix 1

Acceptable Forest Management Principles

This document sets out acceptable forest management principles (AFMPs) that landowners (LOs) have to follow during their engagement with Single.Earth, under the Landowner Terms. The principles will be made available on Single.Earth website. We reserve the right to amend this document with prior notice to landowners in accordance with our General Terms of Service.

Single.Earth’s mission is to avoid deforestation and environmental degradation, tree cover and biodiversity loss and to promote sustainable forest management. For LOs engaged with Single.Earth, the company has established a set of AMFPs, providing flexibility for sustainable ecosystem services provision.

‍Acceptable forest management principles for landowners engaged with Single.Earth:

The following rules do not substitute national, regional and local regulations. In any case, LOs should comply with already applicable legislation. Whenever national, regional or local legislation is more conservative than Single.Earth principles, LOs should comply with that legislation. E.g., if local legislation prohibits harvest for own consumption, LOs should comply. On the other hand, if local legislation allows clear-cutting, LOs need to comply with established AMFPs to be eligible for MERITs.

‍All forest management activities and silvicultural operations, including thinning, must be communicated and detailed to Single.Earth before the activity (according to the Landowner Terms). Complimentary information may have to be issued upon request to Single.Earth. Any operations not complying with AFMPs and not correctly communicated to Single.Earth will result in a breach of Landowner Terms. All operations resulting in a detectable change in the canopy cover could affect the future issuance of MERITs or result in a temporal or definitive interruption of MERIT emission.

‍No clear-cutting is allowed as it is one of the most ecologically harmful management practices, whereas improved sustainable harvesting practices (e.g., selective logging) are permitted. Exceptionally, clear-cutting would be allowed as an emergency sanitary measure, e.g., for pest or disease spread prevention, according to relevant legislation (such as EU Decision 2012/535/EU¹) and verified by a responsible and notified body. The landowner would have to inform Single.Earth and provide proof of the case, which would not terminate the contract but reduce MERIT issuance from the affected area.

‍Any forest management activities should follow Sustainable Forest Management (SFM) practices. Ideally, an internationally recognized and accredited sustainable management certification scheme would certify the landowner's activities. Adopting Reduced Impact Logging (RIL) and especially Reduced Impact Logging for Climate (RIL-C) practices is strongly recommended for harvesting and thinning operations. The references to SFM, RIL and RIL-C practices can be found on Single.Earth website.
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¹ 2012/535/EU: Commission Implementing Decision of 26 September 2012 on emergency measures to prevent the spread within the Union of Bursaphelenchus xylophilus (Steiner et Buhrer) Nickle et al. (the pine wood nematode) https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32012D0535 (07.04.2022)

Small-scale harvesting is allowed for own use. Before harvesting, the LO must notify Single.Earth with the exact or potential location of the logging so that Single.Earth can assess the potential adverse impact of the planned activities on the land. Upon notification, Single.Earth will indicate the maximum volume of sustainable annual harvest for own use (m3/ha or other relevant metrics according to local legislation). The maximum harvesting indication for own consumption by Single.Earth will depend on the annual increment but will not exceed 20 m3/yr. In addition, only patch harvesting or selective logging is allowed. For patch harvesting, Single.Earth will indicate the maximum patch size and density. Deviations from the indicated harvesting volumes may affect the MERIT issuance related to a particular land.

Monitoring

Single.Earth uses a near-real-time remote sensing system to monitor forest canopy on the Single.Earth Platform. Any disturbance in the forest (tree cover loss) will generate an alert to which a more detailed assessment of the situation will follow.

Enforcement

In case of a breach of AFMPs, Single.Earth will act according to the respective provisions in the Landowner Terms.

Communication

LOs must submit relevant forest management activity notifications to Single.Earth via signed documents communicated by email (land@single.earth) or through the User Account on Single.Earth Platform.

In the case of clear-cutting as an emergency sanitary measure, the LO must include at least the forest notice made to the responsible public authority to register the planned forest management activity and the affirmative resolution by such authority.