Introduction

The Chooose General Terms and Conditions (the “GTCs”) govern your use of the services of Chooose AS (collectively with its affiliates, “Chooose” or “we”). Chooose provides our customers with an agreed number of Climate Product units that we acquire and retire from the relevant Registry, or by other means apply adequate measures to make unavailable for resale, and related digital services. As used in these GTCs, “Chooose Service” means the service provided by Chooose for providing you as a Customer (as defined below) with all features and functionalities, website, and user interfaces, as well as any transacted Climate Product, and other content associated with our service. Chooose provides the Chooose Service to you and may be named as the sender and/or contracting party for invoices and similar formal correspondence and documentation. By signing up or otherwise using the Chooose Service, websites, and software applications, you are entering into a binding contract with Chooose as provider of the Chooose Service.

Your agreement with us includes these GTCs, our Privacy Policy and any additional written terms explicitly agreed between you and Chooose (the “Special Provisions”, and collectively with the GTCs and Privacy Policy, the “Agreements”). If you are using the Chooose Services and/or entering into the Agreements on behalf of a company, organization, entity, or brand (an “Organization”) the terms “you” and “your”, as used throughout the Agreements, apply to both you and the Organization, as applicable. You acknowledge (including on behalf of and as a representative of the Customer if an Organization) that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you do not agree with (or cannot comply with) the Agreements, then you may not use the Chooose Service or acquire any virtual Climate Products from Chooose. The Agreements cover important information about Chooose Services provided to you including any charges, taxes, and fees we may bill you. In order to use the Chooose Service, you represent and warrant to have the right to enter a binding contract with us and not be barred from doing so under any applicable laws. You also promise that any registration information that you submit to Chooose is true, accurate, and complete, and you agree to keep it that way at all times.

If you are using Chooose Services through a third party, you accept that your contractual relationship will be with Chooose only and that any transaction will be performed strictly between you and Chooose and that said third party may not in any way be held liable for any loss relating to Chooose Services. Where a third party accepts loyalty points or similar to be used partly or fully for the payment of Chooose Services, any such use of loyalty points will be fully governed by the terms and conditions between you and said third-party. Chooose accepts no liability for any losses incurred or any calculations relating to the use of loyalty points.

1. Definitions

a) "Climate Products" refers to Sustainable Aviation Fuel (SAF) certificates, carbon credits, or similar

b) "Customer", "you", or similar references to the party using the Chooose Services refers to you and/or the person using the Chooose Services.

c) “Ledger” refers to a system for internal accounting and tracking of SAF environmental attributes that includes allocation of scope 3 attributes.

d) “Payment Method” refers to the means by which a Customer can pay for Chooose services, including but not limited to credit card, debit card, or invoice-based billing, as made available by the service provider.

e) “Privacy Policy” refers to that certain Chooose Data Protection Policy provided at the following website: https://www.chooose.today/privacy-policy.

f) “Registry” refers to an external system in which Climate Products and their usage are registered and tracked.

g) “SAF Registry” specifically refers to an external system in which SAF environmental attributes (linked to specific SAF quantities) are registered and tracked through a chain of custody.

2. Chooose Service

a) When using Chooose Services we grant you or beneficiaries you designate limited, exclusive, non-transferable Climate Products. Upon purchase, the Climate Products are delivered by being deleted or indicated as used on their respective Ledger, Registry, or SAF Registry in the name of the customer or the customer-designated beneficiary(ies), making them unavailable for any other third-party. The Climate Products will be indicated as used from their Ledger, Registry, or SAF Registry, but they will not be transferred to your own SAF Registry account. Except for the foregoing limited Chooose Service, no right, title or interest shall be transferred to you.

b) We continually update the Chooose Service, including seeking to minimize cost per actual and virtual Climate Product unit. In addition, we continually test various aspects of the Chooose Service, including our website, user interfaces and promotional features. Such testing may interfere with normal stability of our webpage, but will not have any impact on the virtual Climate Products acquired by the users or the actual Climate Products acquired by Chooose.

c) You agree to use the Chooose Service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Chooose Service or content therein. You agree not to archive, download, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale or re-sale, or use (except as explicitly authorized in these GTCs) content and information contained on or obtained from or through the Chooose Service, unless approved in writing by Chooose. You also agree not to circumvent, remove, alter, deactivate, degrade or thwart any of the content in the Chooose Service; or manipulate the content of the Chooose Service in any way. We may terminate or restrict your use of the Chooose Service if you violate these GTCs or are engaged in illegal or fraudulent use of the Chooose Service. Unless specifically stated by Chooose, the origin of the actual Climate Products may vary from time to time, and may be affected by a variety of factors, such as your location, and/or availability of Climate Products. Chooose reserves the right to unilaterally replace specified Climate Products with other Climate Products provided the replacement Climate Products satisfies similar criteria such as price and quality.

3. Special Terms for Sustainable Aviation Fuel (SAF) Attributes

• When you purchase Sustainable Aviation Fuel (“SAF”) attributes or contributions, a category of Climate Product, after deducting any applicable transaction fees Chooose will ensure that a volume of SAF attributes equivalent to the purchase you made are retired within the applicable Ledger or SAF Registry within a designated timeframe of your purchase and in the name of the designated beneficiary(ies).
• This voluntary purchase does not replace any SAF surcharge included in any ticket price if applicable.
• If you purchase SAF attributes, you acknowledge and accept that the physical SAF may not be used for your nominated travel.
• In the event that Chooose is unable to acquire or otherwise deliver the Chooose Services, Chooose shall have the right to refund any transactions through a full refund within 12 months of your purchasing the SAF contribution.

4. Governing Law

These Agreements shall be governed by and construed in accordance with the laws of Norway, without regard to principles of conflicts of law. These terms will not limit any consumer protection rights that you may be entitled to under mandatory laws. You and Chooose agree that any dispute, claim, or controversy between you and Chooose arising in connection with or relating in any way to these Agreements or to your relationship with Chooose as a user of the Chooose Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by the ordinary courts of Oslo, Norway.

5. Third-Party Applications

You may encounter third party applications (including, without limitation, websites, widgets, software, or other software utilities) (“Applications”) that interact with the Chooose Service. Your use of these Applications may be subject to third party terms of use or license terms.

6. Customer Support

To find more information about the Chooose Service and its features or if you need assistance with your account, please visit the Chooose FAQ section on our website. In the event of any conflict between these GTCs and information provided by Chooose representatives or other portions of our website, these GTCs will prevail.

7. Survival

Those portions of the GTCs that by their terms or their nature require implementation after the expiration or termination of the Agreements shall survive for the period and to the extent required to fulfill their respective purposes, including Sections 4 (Governing Law), 8 (Notices; Electronic Communications), 10 (Force Majeure), 11 (Limitation), 12 (Status of Parties; Entire Agreement), 13 (Severability and Waiver), and 14 (Assignment).

8. Notices; Electronic Communications

a) Notices, requests or other communications to be given to the other party in connection with the Agreements shall be in writing (including electronic communications described in clause (b) below), shall be addressed as provided in the Agreements (or to such other address as a party has designated by at least 10 days prior written notice), and shall be delivered as described in clause (b), in person, sent by telecopy or sent by a recognized overnight delivery service. Notices so delivered shall be deemed properly given when received; provided, however, any notice received on a day that is not a business day and any notice received after 17:00 pm CET on any day will be deemed received on the following business day.

b) We will send you necessary information relating to your use of the Chooose Service (e.g. payment authorizations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration. As a Chooose customer we may also send you information about Chooose products and ongoing campaigns.

9. Warranty and Disclaimer

a) Chooose warrants and guarantees that the Climate Products acquired will not under any circumstance be made available to any third party except for the beneficiary(ies) designated by Customer in writing at the time of order placement. If the Customer further discloses or transfers related information or benefits between the Customer and the designated beneficiary(ies), such transaction(s) shall be solely between the Customer and the beneficiary(ies) and at the Customer’s own risk. Chooose shall not be liable for any transactions related thereto or any claims of any beneficiary relating to the Climate Product.

b) You understand and agree that the Chooose Service is provided “as is” and “as available”, without express or implied warranty or condition of any kind, and that the use of the Chooose Service is at your own risk. To the fullest extent permitted by applicable law, Chooose and all owners of the actual Climate Products or Chooose Services make no representations and disclaim any warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement, except for the cancellation (offset) of such Climate Products. Neither Chooose nor any owner of content warrants that the Chooose Service is free of malware or other harmful components. In addition, Chooose makes no representation nor does it warrant, endorse, guarantee, or assume responsibility for any third party applications (or the content thereof), user content, or any other product or service advertised or offered by a third party on or through the Chooose Service or any hyperlinked website, or featured in any banner or other advertising. You understand and agree that Chooose is not responsible or liable for any transaction between you and third party providers of third party applications or products or services advertised on or through the Chooose Service. No advice or information, whether oral or in writing, obtained by you from Chooose shall create any warranty on behalf of Chooose.

10. Force Majeure

a) Except for payment due hereunder, neither party hereto shall be held liable for failure or delay in performing its obligations under the Agreements if such failure or delay is due to an event beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, labor strikes, governmental actions, or other extraordinary circumstances (each, a “Force Majeure Event”). The party declaring a Force Majeure Event (the “Declaring Party”) shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event on its obligations.

b) The Declaring Party must provide prompt notice to the other party. Initial notice may be given orally, but written notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written notice of the Force Majeure Event to the other party, the Declaring Party will be relieved of its obligation, from the onset of the Force Majeure Event to the extent and for the duration of the Force Majeure Event, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event.

11. Limitation

a) You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Chooose Service is to stop using the Chooose Service.

b) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHOOOSE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE CHOOOSE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, WITHOUT REGARD TO WHETHER CHOOOSE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES; OR (3) CLAIMS RELATING TO THE CHOOOSE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT IN AN AMOUNT IN THE AGGREGATE THAT IS MORE THAN THE AMOUNTS PAID BY YOU TO CHOOOSE.

c) Nothing in the Agreements removes or limits Chooose’s or Customer’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

d) If your use of Chooose Services includes emissions calculations provided by Chooose you accept that the sources and methods applied by Chooose for calculating CO2 emission may give a different result than alternative sources and methods and that Chooose may not be held responsible for any loss or damage resulting from incorrect calculations of CO2 emissions.

e) If you use Chooose Services, you acknowledge that the Climate Product information presented by Chooose is based on information presented by the supplier making the Climate Products available for use by retirement from applicable Ledger or Registry. Information regarding Climate Products (including SAF) may exclusively be provided by third parties, and Chooose is under no obligation to independently verify or assess any climate-related or CO2 emission reduction benefits associated with such Climate Products. Chooose is not responsible and may not be held liable for any misinformation about any aspect of the projects and SAF associated with the transacted Climate Products.

12. Status of Parties; Entire Agreement

a) Neither party is acting as a fiduciary for or an advisor to the other party in respect of these Agreements or any transaction thereunder.

b) Other than as stated in this section or as explicitly agreed upon in writing between you and Chooose, the Agreements contain the entire agreement and constitute all the terms and conditions agreed upon between you and Chooose and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Any modification of the Agreements shall be by written instrument. Any conflict between the Special Provisions and these GTCs shall be resolved in favor of the Special Provisions. The section headings are for convenience only and shall not limit or change the subject matter of the Agreements.

13. Severability and Waiver

a) The terms, provisions and activities undertaken pursuant to these Agreements shall be subject to, and each party shall comply with, all applicable laws, orders and regulations of all governmental authorities. If at any time any provision or provisions of these Agreements shall be held to be invalid, illegal, or unenforceable, such provision shall be voided and the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

b) No waiver by either party regarding the performance of the other party under any of the provisions of the Agreements shall be construed as a waiver of any subsequent performance under the same or any other provisions. Any failure by Chooose or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Chooose’s or the applicable third party beneficiary’s right to do so.

14. Assignment

Chooose may assign the Agreements or any rights thereunder, and Chooose may delegate or subcontract any of its obligations under the Agreements. Customer may not assign the Agreements or any rights thereunder, nor transfer or sub-license your rights under the Agreements, to any third party.

15. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold Chooose harmless from and against all damages, losses, liabilities, costs, expenses, demands, actions, suits, settlements, judgment, and claims of any kind (including reasonable attorneys’ fees and costs of court) arising from or out of: (1) your breach of the Agreements; (2) any activity in which you engage in or through the Chooose Service; and (3) your violation of any law or the rights of a third party.

16. Payment and Refunds

a) For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details. Except as otherwise stated herein, we do not provide refunds or credits for any purchase. When purchasing Climate Products through Chooose, you consent to get access to Chooose Services immediately.

b) If you are paying for Chooose Services by invoice, you accept that invoices will be delivered electronically using digital file formats. Unless otherwise specified in the Agreements, Customer agrees to make payment against Chooose’s invoice for the Chooose Services to a bank designated by Chooose in U.S. dollars by wire transfer in immediately available funds. Unless otherwise specified in the Agreements, payment will be due within 14 days of the date of invoice. If payment due date is on a Saturday or Sunday or a Norwegian public holiday, payment shall be due on the preceding Norwegian banking day.

c) If payment is not made by the payment due date, Chooose reserves the right, at its sole discretion, to cancel your purchase and/or terminate and liquidate the Agreements upon giving written notice to Customer. Upton termination, the parties shall have no further rights or obligations with respect to the Agreements, except for the payment of any unpaid amounts. This section shall not limit the rights and remedies available to Chooose (whether by law or under other provisions of the Agreements or otherwise).

17. Privacy

When using Chooose Services and becoming a Customer, Chooose will process your personal data in accordance with the Privacy Policy.

18. CA AB 1305 Voluntary Carbon Market Disclosures

In accordance with California Assembly Bill 1305 (Voluntary Carbon Market Disclosures) (“AB 1305”), Chooose is making the following disclosures, relevant to the projects marketed and / or sold across Chooose partnerships. This information has been developed for the purpose of disclosure in compliance with AB 1305 and has been compiled from sources that we believe to be reliable. While Chooose has conducted due diligence and believes the information to be accurate, Chooose makes no guarantees regarding its accuracy, completeness, timeliness, or adequacy unless explicitly confirmed in writing. No part of the information in these disclosures should be used or relied upon for decisions such as purchases, investments or similar. Please access the disclosures by clicking below.

19. Trade Controls and Boycotts, Export Compliance, and Anti-Corruption

a) Trade Controls and Boycotts. Each party shall comply with all Norwegian, U.S., EU and UN regulations, rules and requirements that relate to foreign trade controls, export and re-export controls, embargoes or international boycotts of any type (“Trade Control Laws”). Nothing shall be shipped to, transshipped through, or otherwise transferred to, directly or indirectly, any country, entity or individual, or for any end use, that is prohibited under Trade Control Laws, or that is prohibited by sanctions imposed by Norway, the United States, the European Union or the United Nations (including Trade Control Laws or sanctions imposed after these Agreements are entered into but before Climate Products are delivered). At any time, Chooose may require Customer to provide any relevant documents for the purpose of verifying the final destination of the Climate Product, and Customer shall provide such documents upon request. Notwithstanding anything to the contrary herein, nothing in the Agreements is intended, and nothing herein should be interpreted or construed, to induce or require either party hereto to act in any manner (including failing to take any actions in connection with a transaction) which is inconsistent with, penalized or prohibited under Trade Control Laws.

b) Anti-Corruption. Each party warrants to the other, that in connection with the Agreements, it will comply with all applicable laws, rules, regulations, decrees and/or official government orders of the Norway, the United States and the European Union, and any other jurisdiction applicable to it, relating to anti-bribery and anti-money laundering, including but not limited to the U.S. Foreign Corrupt Practices Act. Neither party nor its employees or representatives shall, directly or indirectly: (i) pay salaries, commissions or fees, or make payments or rebates to any of the other party’s employees or representatives, or their designees; (ii) favor any of the other party’s employees or representatives or their designees with gifts or entertainment of significant cost or value, or with services or goods sold at less than full market value; or (iii) enter into business arrangements with any of the other party’s employees or representatives unless such individual is acting in his official capacity as a representative of such party.

c) Violations and Remedies. Either party may terminate the Agreements upon written notice to the other at any time if in its reasonable judgment to other is in breach of any representation, warranty, undertaking or obligation under the above clause (a) (Trade Controls and Boycotts), and clause (b) (Anti-Corruption). Further, each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses, costs, damages, fines and/or penalties arising from the indemnifying party’s breach of the above clause (a) (Trade Controls and Boycotts), and clause (b) (Anti-Corruption).

20. Contact

If you have any questions concerning the Chooose Service or the Agreements, please contact Chooose by visiting our website and follow the instructions contained therein: https://www.chooose.today.