Risk Disclosure Statement — Legal

General‍

Our concept and service are new. We start our business by gradually launching different functionalities on our Platform and continuously work on new features. We expect it to take time and effort and there will be challenges on that road which are difficult to expect now. This means that there is no certainty if and when our concept proves itself viable, becomes valuable service for our clients and most importantly, will have a meaningful impact on conserving the ecosystems on planet Earth.

Although we work hard on achieving our goals, the following uncertainties still exist at this early stage:

- no active or efficient market may develop or maintain in MERIT tokens;
- the value of MERIT tokens is unpredictable;
- the use of MERIT tokens as a means of payment may be limited;
- the Platform may attract insufficient number of Landowners, Buyers or Contributors which would adversely affect the supply of and demand for MERITs;
- as we have no or little revenue, we are dependent on external financing, but we may fail to raise new capital;
- regulatory restrictions in different countries apply to our activities which restrict our ability to make our services available globally.

At the moment, there is one thing we have more certainty on and are proud of - MERIT tokens are minted based on our Assessment and if MERITs are sold by Landowners the price is paid for the provided ecosystem services.

‍We will start with very limited services. For example, no marketplace functionality exists on the Platform. This means once a Buyer has bought MERITs from a Landowner, there is no possibility to sell or transfer them further, including no possibility to transfer MERIT tokens to an external crypto-wallet.

Also, there are certain limitations on withdrawing fiat money from your wallet with us - we need to identify you through a face-to-face meeting if you are not from a European Economic Area country or if you wish to withdraw funds exceeding EUR 15,000 per month in case of a private individual or EUR 25,000 per month in case of a legal person. There is no certainty if and when we will be ready with the new services or will be able to remove the limitations.

‍We use blockchain technology for minting and holding MERIT tokens and are vulnerable to the associated risks. 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. In addition, blockchain solutions are vulnerable to hacks or other types of cyber crime which may result in functionality loss, theft or loss of keys or crypto-assets, etc. 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 may need 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.

Please also note that there are some participants in the crypto sphere who aim to illegally benefit from our name and concept, e.g. by minting or selling tokens referring to Single.Earth or MERIT tokens. Please always follow our official communication channels and the Website www.single.earth for any information regarding us and our services. Please contact us in case of any questions or when you notice any suspicious activity by third persons.

‍Our service is fully operating online and in reliance on information technology solutions. Any failure of hardware, software, and internet connections, the use of malicious software, unauthorized access to information and/or assets, a cyber-attack, computer viruses, communication failures, disruptions, errors, distortions, or delays may adversely affect the functioning of our Platform. We have applied IT security measures to mitigate these risks, but we cannot fully eliminate them. Such risks also exist regarding your own IT systems and we ask you to take measures to mitigate these. Regarding the assets we hold for you please note the following:

- we have taken measures to carefully protect the private keys related to the Token Wallets where MERIT tokens are held;
- money transferred to us by Buyers or allocated to Landowners is held on a separate clients’ money account with an authorised credit institution in an EEA country and this money is segregated from our own assets.

Despite the above efforts, we cannot be responsible for any loss of assets due to circumstances and events that are outside of our control, incl. those related to blockchain in general (see above) or external service providers.

‍Currency risk and expenses. At the early stage we only accept and make payments in euros. When you usually hold your money in a different currency than euro, then depending on your payment service provider the fees and expenses for conversion and transfer of funds may be added or deducted, accordingly, when you make or receive a payment to or from us. Please also note, that currencies depreciate or appreciate value against each other, and this may correspondingly reduce or increase the value of the funds held with us or being in transfer to or from us.

‍You should also carefully consider your own circumstances when dealing with us or through our platform. There are certainly matters and risks that relate to your personal financial condition, taxation, the jurisdiction you are residing, etc. Some of these are under your control but some are dependent on external aspects like applicable laws, financial system and currency, etc. Please take time to consider these aspects and seek professional advice where needed.

For example, taxation of profits from selling MERIT tokens depends on the tax laws of the country of your tax residency. Please note that tax authorities are paying more attention to matters related to cryptocurrencies and respective laws and interpretations are being revised. Similarly, value added tax may apply to proceeds earned by Landowners for the sold ecosystem services on their land (i.e. on proceeds received from selling MERITs). Please consult with a tax consultant or a tax authority where necessary.

Some countries have set statutory limitations on their residents for trading in cryptocurrencies or such limitations may be set in the future. Please ensure that you are acting in compliance with the laws and regulations applicable to you and note that due to such restrictions may not be able to provide or continue to provide you services.

‍Assessment of ecosystem services and MERIT minting

‍‍Our Assessment models will change. We work constantly towards enhancing our models. In addition, we also expect constructive and open criticism towards our models which we think would assist us to make improvements. This means that our models may be changed or completely replaced by new ones, which directly or indirectly will affect the minting of MERITs, e.g. how many tokens are minted and when.

‍Inability to carry out the Assessment, halt in MERIT minting. Our Assessment of the ecosystem services is relying on the availability and quality of different third-party data sources. Should any of such sources become unavailable or their quality would not support the expected functioning of our models, we may not be able to carry out our Assessment. For example, should there be cloudy weather in some geographical region while the satellite images are taken, the image data cannot be used in our model. We work towards using alternative sources and ensuring continuity.

‍Miscalculation of ecosystem services / incorrect minting of MERITs. Natural environments change constantly. For example, this can happen through large-scale force majeure events (e.g. fire, flood) or through human activity, legal or illegal. Although we operate regular monitoring on the lands that have been registered for Assessment, we may fail to notice such changes in time and the Assessment may be carried out based on incorrect data. Consequently, some MERITs may be minted without an accurate proof of provided ecosystem services. Thus, we subtract 20% from the yearly gross carbon removal estimate for each land to reduce the risks of over-crediting associated with forest monitoring and the accuracy of the data underpinning our land assessment.

We cannot fully ensure that our own Landowner clients will not deliberately deforest their land without informing us in advance or not use the proceeds from selling MERITs for deforestation. In the agreement with us, the Landowners undertake to follow sustainable forest management principles and inform us in advance if they intend to deviate from that, but we cannot ensure they respect that. We should however be able to detect such changes through our regular land monitoring.

‍MERITs may be minted and the proceeds from the sale may go to a person not related to the land or the Landowner. The persons signing up lands to our Platform may submit incorrect, outdated or falsified proof of their ownership of, or other rights to, the land or the ecosystem services on the land. Or they may fail to inform us of losing their rights although we have agreed with them that they must do that. In order to mitigate these risks, we apply a land due diligence process whereby we check the land and Landowner information at sign up and operate monitoring activities to catch any unnotified changes. These activities are carried out on a best efforts basis and based on information available to us at the specific time. We cannot therefore ensure that the risks can be fully mitigated.

‍Misunderstanding or misstating the Assessment and impact of MERIT token. There are a number of government and privately-lead global and local initiatives, projects, etc. that aim to support the conservation of the natural environments. These also include projects that deal with CO₂ sequestration and biodiversity. In that context, please note that MERIT tokens are NOT to be used as carbon nor biodiversity offset credits, nor used for making any climate neutrality claims.

Many companies and financial market participants are or will become subject to statutory standards and sustainability-related reporting and disclosure requirements. We believe that where monetary contributions are made through the Platform, a Contributor may claim to have contributed to their sustainability or ESG related goals, and certain Sustainable Development Goals. The latter is set out in the Contribution Certificate. However, the ESG related reporting and disclosure requirements are relatively new and will evolve over time and there is a risk that contributions through Single.Earth may not be recognised as eligible for purposes of ESG standards.

Please see our Claims Guidelines for further details (an appendix to the General Terms of Service).

‍Cryptocurrencies / MERIT token

‍‍Investments in cryptocurrencies are not regulated. This means that Single.Earth activities as a virtual asset service provider are not subject to financial sector regulations or supervision and trades in MERIT tokens do not fall under statutory conduct of business rules. Our users do not benefit from the protections available under financial sector regulations and have no access to the deposit or investor compensation schemes.

However, Single.Earth holds a virtual asset service provider licence under the Estonian law of prevention of money laundering and terrorism financing, and we diligently apply measures so that our services would not be used for illegal purposes.

‍The value of a MERIT token is unpredictable and can be very volatile. Usually, the price of a crypto asset is not transparent and is seen as highly speculative. MERIT tokens as proofs of the Assessment are perhaps not directly comparable to crypto assets with no intrinsic value, but as there is no existing market for such instrument and MERIT is not directly comparable to carbon credits, the value of a MERIT token is also unpredictable and potentially subject to intense fluctuations – the value can go down as well as up and the past performance is not necessarily an indication of future performance.

Therefore, if you see MERIT tokens as an investment opportunity (and not only as an opportunity to contribute to the nature conservation or creation of nature-backed currency), please note that due to the above reasons you may lose all the money paid. MERIT token is a high-risk instrument and not appropriate for all persons as an investment. Please make sure you are certain about your intentions when dealing in MERIT tokens, understand the token specifics, incl. risks, and seek professional advice if in doubt.

‍MERIT token is based on blockchain technology, and these networks are not under our control. See the risks described above in this document

‍