Terms & Conditions

These Terms and Conditions ("Terms") are a binding agreement ("Agreement") between you ("you" or the "Customer") and Thryve.Earth PTE. LTD. ("Thryve", "Company", "we", "us", "our").

Please read these Terms carefully before creating an account, using the Platform, or accessing the Website. By accessing or using any part of our Services (as defined below), you agree to be bound by these Terms.

In these Terms:

• "IPR" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• "Materials" means all templates, data, messages, text, images, photographs, graphics, audio, video, models (including carbon and financial models), geospatial mapping, charts, and any other information in any format that Thryve publishes, presents, or makes available through the Services.
• "Platform" means Thryve's proprietary integrated development platform (currently accessible at https://app.thryve.earth/) that provides users with access to information related to nature-based carbon projects that Thryve is originating, developing and/or advising on, including due diligence tools and interfaces.
• "Website" means the Thryve public website, currently accessible at https://www.thryve.earth/.
• "Services" collectively refers to the Website, the Platform, all Materials, Content (as defined in Section 2), features, tools, data, and functionalities offered by Thryve.
• "Trade Marks" means the registered and unregistered trademarks used by Thryve in connection with the Services.

Important Information Regarding Content and Services:

• For Informational purposes only: The information and Materials presented through the Services, particularly those relating to nature-based carbon projects that Thryve is either developing or advising on, are for informational purposes only.
• No offer or solicitation: Such information and Materials do not constitute an offer to sell or a solicitation of an offer to buy any securities or other financial instruments, nor do they constitute a recommendation regarding any securities, investment products, or financial decisions.
• Preliminary and subject to change: The information and Materials contained herein may be preliminary and are subject to change without notice. Detailed due diligence and additional information may be provided upon further engagement, where applicable.
• Independent advice recommended: You are advised to conduct your own due diligence and consult with independent financial, legal, and tax advisors before making any investment decisions or relying on the information provided. Thryve does not provide legal, financial, or investment advice.
• ‍Forward-looking statements: The Services may contain forward-looking statements that are subject to risks and uncertainties. Actual results may differ materially from those anticipated in such statements. Thryve does not undertake any obligation to update or revise any forward-looking statements, except as required by law.

It is your sole responsibility to satisfy yourself that the activities that you will undertake in connection with the Services are permitted by the laws applicable in the relevant jurisdictions.

Your submission of personal information through the Services is governed by Company's Privacy Policy, which is incorporated herein by reference.

‍1. Your Account:

Your user account/s for the Platform, including the username and password, is personal and non-transferable. You must keep all details of your user accounts confidential and must not share them with anyone else. You must notify Thryve immediately if you have any reason to believe that the security of any of your user accounts may have been compromised. If for any reason Thryve believes that the security of any of your user accounts has been compromised, we will notify you and may limit your access to the relevant user account and the Platform pending security checks and remediation.

2. Thryve's Intellectual Property:

You, the Customer, acknowledge and agree that Thryve and/or its licensors own and shall retain all IPRs in and to: (a) the Services, (b) the Platform and the Website, and all improvements, enhancements or modifications thereto; (c) the Materials; (d) any Trade Marks and (e) all IPRs related to any of the foregoing (all together, the "Content").

To the extent that we supply you with any Materials, Thryve hereby grants you, the Customer, a non-exclusive, non-transferable, non-sublicensable right during the Term (as applicable) to use its IPR in such Materials solely in connection with your receipt and use of the Services in accordance with this Agreement.

All IPRs not expressly granted under this Agreement are reserved. Except as set out in this section or elsewhere in our Terms, no part of the Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Materials other than as set out in this section or elsewhere in our Terms, please address your request to: info@thryve.earth. If we, at our absolute discretion, ever grant you permission to post, reproduce, or publicly display any part of our Materials you must identify us as the owners or licensors of the Materials and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Materials.

Any breach of these IPRs will constitute a material breach of our Terms, resulting in our right to terminate the Agreement.

3. Your Obligations:

You, the Customer, shall:

1. provide Thryve with all necessary cooperation in relation to the Agreement;
2. without affecting your other obligations under the Agreement, comply with all applicable laws and regulations with respect to your activities under the Agreement; and
3. not access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and Thryve reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

You warrant Thryve that you shall not, except as may be allowed by any applicable law which is incapable of exclusion by the Agreement and except to the extent expressly permitted under the Agreement:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform, Website, and/or Content (as applicable) in any form or media or by any means;
2. attempt to decompile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Platform or proprietary software components of the Services;
3. access all or any part of the Content in order to build a product or service which competes with the Services;
4. use the Content to provide services to third parties (unless expressly permitted by Thryve);
5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Content available to any third party (unless expressly permitted by Thryve);
6. attempt to obtain, or assist third parties in obtaining, unauthorized access to the Content or Services; and
7. use the Content otherwise than in accordance with the terms of the Agreement.

You shall use all reasonable endeavours to prevent any unauthorised access to or use of the Content and Services and, in the event of any such unauthorised access or use, promptly notify Thryve.

4. Confidential Information:

You and Thryve (each, a "Receiving Party") understand that the other party (the "Disclosing Party") has disclosed or may disclose confidential business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information of Thryve includes non-public information regarding features, functionality, and performance of the Platform and Services, as well as specific information presented on the Platform intended for exclusive use by registered users. Such platform-specific confidential information should not be copied, reproduced, or distributed, in whole or in part, without the prior written consent of Thryve.

The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except as otherwise permitted herein) or divulge to any third person any such Confidential Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party is entitled to use and commercialise under the terms of this Agreement or can document: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.

Both you and Thryve may disclose the other party's Confidential Information to the respective employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the rights or carrying out the obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause.

You shall not use Thryve's Confidential Information for any purpose other than to exercise your rights and perform your obligations under or in connection with this Agreement.

5. Third-party Websites and Content:

The Services may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

6. Warranties and Disclaimer:

Thryve shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimises errors and interruptions. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Thryve or by third-party providers, or because of other causes beyond Thryve's reasonable control.

Thryve does not warrant that the Services will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from the use of the Services or the accuracy, completeness, or reliability of any Content or Materials provided through the Services. Except as expressly set forth in this section, the services, content, and materials are provided "As Is" and "As Available", and Thryve disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Except as expressly and specifically provided in the agreement, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the agreement.

7. Liability and Indemnification:

Notwithstanding anything to the contrary, except for bodily injury of a person, Thryve and its suppliers (including but not limited to all equipment and technology suppliers), affiliates, officers, directors, employees, agents, and representatives shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Thryve's reasonable control; (d) for any loss or damage arising from the use of the information or materials presented through the services, or otherwise arising in connection therewith.

You agree to indemnify, defend and hold harmless Thryve and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

8. Changes and Updates:

Thryve reserves the right, at its sole discretion, to update, change, or replace any part of these Terms by posting updates and changes to the Platform or Company's Website. It is your responsibility to check Thryve's Platform and Website periodically for changes. Your continued use of or access to the Services following the posting of any changes to these Terms constitutes your acceptance of those changes.

9. Termination:

In addition to any other remedies it may have, Thryve may terminate the Agreement with immediate effect by giving you written notice if:

1. You commit a material breach of any other term of the Agreement and (if such breach is remediable) you fail to remedy that breach within a period of ten (10) days after being notified to do so.

All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, intellectual property, confidentiality obligations, warranty disclaimers, and limitations of liability.

10. Other Terms:

• Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
• Assignment: This Agreement is not assignable, transferable or sublicensable by you except with Thryve's prior written consent. Thryve may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
• Independent contractors: No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind Thryve in any respect whatsoever.
• Third parties: No person who is not a party to this Agreement shall have any rights to enforce or enjoy the benefits of this Agreement. Notwithstanding that any term of this Agreement may be or become enforceable by a person who is not a party to it, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such third party. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.
• Notices: All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Thryve occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate.
• ‍Applicable law and jurisdiction: This Agreement shall be governed by the laws of Singapore without regard to any conflict of laws provisions. The parties hereby submit to the exclusive jurisdiction of the courts of Singapore.

11. Contact Information:

Questions about these Terms and Conditions should be sent to Thryve at info@thryve.earth