Terms of Service

TERMS AND CONDITIONS FOR PURCHASE AND HOLDING OF BIOCHAR CERTIFICATES

1. Preamble

Fundz Europe GmbH, Berlin, (“Company”) is selling biochar certificates (“Certificates”) to Purchaser (“Purchaser”) whereby each Certificate is a representation of one VICC carbon credit token. Each VICC carbon credit token represents the (future) retirement of 1 ton of carbon. Each Certificate is represented by one xCharNow token (“Token”) which can be split up by the holder of the Token up to 18 decimals and transferred such fractions to third parties. The Tokens have the following features: 1.1. Proof of purchase of future carbon retirement: The Token serves as a certificate confirming that the holder has acquired the right to the future retirement of a specific amount of carbon credits (measured in tonnes of CO2e). 1.3. Certification of insured, high-integrity carbon credits: The Tokenholder has a claim on carbon credits that are validated, verified, and insured by Biochar Now’s “Insured Carbon” program. These credits meet the requirements of additionality, permanence, realness, and exclusivity, following leading carbon standards (e.g., ICVCM, ISO). 1.4. No direct ownership of underlying assets: The Tokenholder does not hold a direct claim to any physical biochar or underlying assets. Instead, they hold a certified claim to the environmental benefit represented by the carbon credits. 1.5. Redemption rights: The Tokenholder can redeem the Token to “retire” the underlying carbon credits on-chain. Upon redemption, the credits are permanently retired and removed from circulation. 1.6. Participation in insured carbon pool: The Tokenholder’s credits are part of a pool insured against degradation, invalidation, or reversal. The insurance is provided by AgriCap Assurance under the High Integrity Carbon Credit Protection Policy. 1.7. Transparency via blockchain registry: Tokenholders can verify their ownership and the attributes of the carbon credits through immutable blockchain records (metadata includes issuer details, vintage, verification, and insurance status). 1.8. No governance or utility rights: Tokenholders do not receive governance, voting rights, or utility benefits beyond the certification and redemption function 1.9. These Terms & Conditions define the terms of such transactions. The Tokens are ERC20 and freely transferable to third parties.

1. Purchase of Certificate

2.1. Purchaser’s account 2.1.1. In order to register an account with the Company ("Account"), Purchaser must provide a blockchain address and connect either directly to a third-party Company-Supported Blockchain node or indirectly through any Company-Supported Blockchain cryptocurrency wallet application that interacts with the node (each, a "Wallet"). Purchaser agree that the information Purchaser provide is accurate, complete, and not misleading, and that Purchaser will keep it up to date at all times. 2.1.2. Purchasers are solely responsible for maintaining the confidentiality of their Account and accept full responsibility for all activities that occur under their Account. If Purchaser believe that Purchaser Account is no longer secure, you should immediately notify us at [email protected]. 2.1.3. By using a Wallet in connection with the Company, Purchaser acknowledge and agree that Purchaser are doing so under the terms and conditions of the applicable Wallet provider. Wallets are not operated, maintained, or affiliated with the Company, and the Company does not have custody or control over the contents of Purchaser’s Wallet nor any ability to retrieve or transfer its contents. 2.1.4. The Company accepts no responsibility for, and bears no liability to Purchaser in connection with, Purchaser’s use of a Wallet. Furthermore, the Company makes no representations or warranties regarding how the Service will operate with any specific Wallet. Purchaser are solely responsible for keeping Purchaser’s Wallet secure and shall never share Purchaser’s Wallet credentials or seed phrase with anyone. If Purchaser experience an issue with Purchaser’s Wallet, Purchaser should contact the Wallet provider directly.

1. Privacy Policy

Company collects, processes, and otherwise uses Purchasers’ information in accordance with the Privacy Policy.

1. KYC

4.1. In order to register a Wallet, a successful completion of the KYC/AML requirements by the Purchaser providing all required data is required. 4.2. The following information is required for onboarding if the Purchaser is a natural person: 4.2.1. all names and surnames of the Purchaser; 4.2.2. the declared place of residence including the complete address; 4.2.3. the Purchaser’s date of birth; 4.2.4. the Purchaser’s place of birth; 4.2.5. the nationality of the Purchaser; 4.2.6. the number of an identity card or passport which has been issued by the competent authority to the Purchaser; 4.2.7. an e-mail address of the Purchaser. Additional information may be required in enhanced due diligence processes. 4.3. The following information is required for onboarding if the Purchaser is a legal person: 4.3.1. complete legal form of the Purchaser; 4.3.2. the Purchaser’s registered office or, if applicable, the statutory place of business as recorded in a public registry, including the complete address; 4.3.3. the Purchaser’s registry number from the commercial registry or a comparable public registry, if applicable; 4.3.4. names, addresses, and numbers of identity cards or passports of the statutory authorized representatives of the Purchaser; 4.3.5. an e-mail address of the Purchaser; 4.3.6. information on ultimate beneficial owners of the Purchaser, including names, addresses, and numbers of identity cards or passports, if applicable. Additional information may be required in enhanced due diligence processes. 4.4. In order for the onboarding to be successful it is required that the information provided by the Purchaser is 4.4.1. complete; and 4.4.2. that there is no indication that the Purchaser provided incorrect data.

5. Redemption and Token delivery 5.1. Redemption rights Purchasers holding Tokens may redeem them to take possession of the Token subject to any restrictions imposed by these Terms or regulatory requirements governing the Tokens. If the Tokens are held by others than the Purchaser, such Token holders have to successfully conclude the onboarding procedures according to section 1. Redemption requests must be initiated through the Company in accordance with the applicable Redemption Procedure published at Redemption. 5.2. Redemption restrictions The Company reserves the right to refuse or delay redemption i.a. in the following circumstances: − Outstanding fees remain unpaid; − The redemption request does not comply with the Company’s Redemption Procedure. 5.3. Redemption fees Purchasers acknowledge that redemption may incur additional costs, including but not limited to: 99 bps on each redemption. All fees related to redemption will be specified on the Company, and Purchasers must settle any outstanding amounts before redemption is processed. 5.4. Finality of redemption Once a Token is redeemed, it will be burned or otherwise rendered non-transferable to reflect the Token delivery. The redemption process is final and irreversible.

6. Fees and costs ● 99 bps on issuance of the Tokens ● 99 bps on redemption of the Tokens ● 30 bps on trading of the Tokens using dOTC

7. Amendments to Terms 7.1. The Issuer reserves the right to amend these Terms to reflect changes in applicable laws, regulatory requirements, or operational needs. Token Holders will be notified of significant amendments at least 30 calendar days before implementation. 7.2. Amendments will be published in an updated version of these Terms on the Webpage.

8. Governing law and dispute resolution 8.1. These Terms are governed by the laws of Germany. The statutory provisions on the limitation of choice of law and the applicability of mandatory provisions, particularly those of the state in which the Token Holder, as a consumer, has their habitual residence, remain unaffected. 8.2. If the Token Holder is not a consumer, any disputes arising from these Terms shall be resolved through arbitration under the rules of the German Arbitration Institute (DIS). The place of arbitration shall be Berlin, Germany, and the language of the arbitration shall be English.

9. Limitation of liability 9.1. The Token Holder’s claims for damages are excluded. This does not apply to claims for damages arising from injury to life, body, or health, or from the breach of essential contractual obligations (cardinal obligations), as well as liability for other damages caused by intentional or grossly negligent breaches of duty by the Issuer, its legal representatives, or vicarious agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the Terms. The provisions of the Product Liability Act remain unaffected. 9.2. In the event of a breach of essential contractual obligations, the Issuer shall only be liable for typical, foreseeable damages if such damages were caused by simple negligence, unless they are claims for damages arising from injury to life, body, or health. 9.3. The limitations in paragraphs 1 and 2 also apply in favor of the Issuer's legal representatives and vicarious agents if claims are asserted directly against them.

10. Contact information Fundz Europe GmbH c/o gunnercooke GmbH Kurfürstendamm 15 10719 Berlin Germany Register: HRB 266357 B Represented by: Michael Love (Managing Director) Contact: [email protected]

11. Severability If any provision of these Terms is, or becomes, invalid or unenforceable in whole or in part for any reason, including due to a legal violation, this shall not affect the validity of the remainder of this agreement or the validity of any agreements concluded in connection with this agreement. The same shall apply in the event of a contractual gap.