The following terms will be applied to any trees listed by you (seller of offsets) with the North American Carbon Exchange (purchaser of offsets).
User agreement
By clicking "I accept", Seller agrees to the following terms:
1. Seller has planted that number of new trees (the “New Trees”) as it indicated in a separate writing (including an e-mail) to NoCarbEx on the property described in such separate writing (such property the “Subject Property”).
2. Seller hereby represents that he holds full legal title to the Carbon Dioxide Capture Rights that are associated with the New Trees on the Subject Property. “Carbon Dioxide Capture Rights” constitute all rights and interests in and to the New Trees which can be used to sequester carbon dioxide from the earth’s atmosphere.
3. Seller agrees to sell and deliver (free of liens), on the terms set forth in this agreement, all Carbon Dioxide Capture Rights that are associated with the New Trees for 40 years. Carbon Dioxide Capture Rights sold pursuant to this agreement are “Conveyed Carbon Dioxide Capture Rights.”
4. Seller represents that it has all right, title, and interest in and to the New Trees, the Subject Property, and the Conveyed Carbon Dioxide Capture Rights.
5. Seller agrees that its sale of the Conveyed Carbon Dioxide Capture Rights will restrict Seller from intentionally chopping down, removing from the property, or injuring the New Trees. Seller also agrees that this agreement shall bind Seller and all subsequent owners and users of the property on which the New Trees are located and that Seller shall (a) notify subsequent owners and users of the property and (b) take all actions necessary to render this agreement binding on such future owners and users.
6. The price of the Conveyed Carbon Dioxide Capture Rights for the New Trees shall be as agreed between Seller and NoCarbEx in a separate writing.
7. Payment by NoCarbEx for Conveyed Carbon Dioxide Capture Rights shall be made upon resale of the Carbon Capture Rights but (subject to Section 8 hereof). Each of Seller and NoCarbEx hereby agree that the title to the Conveyed Carbon Dioxide Capture Rights is conveyed hereby.
8. Seller acknowledges that (a) NoCarbEx intends to resell the Conveyed Carbon Credits to such parties as NoCarbEx may elect in its sole discretion and that (b) NoCarbEx, as the sole owner of the Conveyed Carbon Credits, shall be exclusively entitled to the proceeds of such resale.
9. NoCarbEx reserves the right to reject the sale of Carbon Dioxide Capture Rights by Seller of the terms set forth in this Agreement. In addition, NoCarbEx reserves the right to reconvey Conveyed Carbon Dioxide Capture Rights to Seller at no cost or charge to either Seller or NoCarbEx. In the event that NoCarbEx rejects such proposed sale, or reconveys Conveyed Carbon Dioxide Credits, NoCarbEx shall notify Seller of such rejection in writing and title to any Conveyed Carbon Dioxide Capture Rights shall convey to Seller upon receipt of such notice.
10. Each sale of Carbon Dioxide Capture Rights to NoCarbEx shall represent a complete transfer of all legal rights in, to, and associated with the mitigation of greenhouse gases that relate to the New Trees.
11. NoCarbEx makes no warranty as to the marketability or market value of Conveyed Carbon Dioxide Capture Rights.
12. Seller is required, periodically and upon request, to submit a signed certification of conformance with the terms herein. Representatives of NoCarbEx may conduct on-site inspection Mitigation Assets and related documents. Each Seller agrees that if reasonable access is not permitted for such inspection, and Seller continues after written notice to refuse such access, then such Seller shall be required to repay to NoCarbEx all sums received in consideration for Conveyed Carbon Dioxide Capture Rights.
13. Seller shall execute a further writing confirming the information required by this Agreement, including a description of the Subject Property, the number and type of New Trees, and the price for conveyance thereof as agreed between Seller and NoCarbEx.
14. This agreement shall be governed by the laws of the Commonwealth of Virginia without regard to the choice of law rules thereof. The exclusive venue for the resolution of disputes related to this agreement shall be the United States Federal District Court for the Eastern District of Virginia and each of Buyer and Seller irrevocably submit to the jurisdiction of such court.
