Network Terms of Service

Contents

1. Welcome to the Toha Network 2. About these Network Terms of Service 3. Toha’s roles to support safe environmental markets 4. Network products and services 5. Your Account 6. Tokens 7. Test Marketplace 8. Payments 9. Important disclaimers 10. Data and Intellectual Property Rights 11. Claim terms and conditions 12. Pledge terms and conditions 13. Brokers 14. General representations, warranties and liabilities 15. Resolving complaints and disputes 16. Other general terms 17. Definitions

Acknowledgement

Toha has initiated a public beta of the system and an invite-only test marketplace for demonstration pilots in Aotearoa New Zealand.

Ngā mihi to Minter Ellison Rudd Watts for supporting collective innovation and guiding us through Phase 1 R&D.

Version 1.0 of these Network Terms of Service was developed by Phase 1 Contributors. Thank you for your service and positive impact for nature.

These Network Terms of Service will evolve through Phase 2 Network Establishment & Test Marketplace. In the medium term, we expect one major review to separate aspects of the data ontology for environmental regeneration from contract terms and conditions.

Kia kaha to all our partners and Phase 2 Contributors who are stepping forward.

1 Welcome to the Toha Network

The following Terms set out collective agreement on general services Members receive from Toha and each other through transactions within the Network.

These Terms apply to all transactions in the Test Marketplace including initial registration and verification of founding individual and organisational Contributors and Members of the Network.

During this initial test phase, these Terms are subject to regular change. As we learn together in the Test Marketplace, we are developing open Policies for a New Zealand based pilot of Indigenous-led Digital Public Infrastructure. You can find current versions of these Policies here.

All changes to these Terms and Policies are approved by the Toha Network Trust board and notified through Toha Network Public Information. Subscribe to Terms and Policies updates here.

To explore the wider context for these Terms in Aotearoa New Zealand, refer to the Toha system white paper and the Toha Network substack.

1.1 Network introduction

The Purpose of the Toha Network is environmental regeneration.

Members demonstrate unity (Kotahitanga) in service to nature (Kaitiakitanga).

The Network is developing a cooperative digital ecosystem for the collection, reuse, and payment of trusted data for environmental regeneration.

Network products and services are designed to serve all farmers, landowners, catchment groups, Iwi, hapū, supply chains, local experts, regional support services and trusted experts.

By working together through the Network, Members formalise trusted relationships within a Marketplace, and on the ground, to mobilise resources to Papatūānuku (Mother Earth).

1.2 Membership purpose during initial test phase

Members regenerate nature by taking action in the Network.

Initially, membership is by invitation only, including through public offers made by registered Network entities. Join the membership waiting list here.

A Member can participate in Impact Sales (Pilots and Pledges), Network Proposals and Network Votes. A Member can also propose products and services for the Test Marketplace through Template Development.

During this initial test phase, Members must be individuals and organisations in Aotearoa New Zealand transacting with New Zealand dollars through New Zealand registered Financial Service Providers.

A Contributor can only participate in an Impact Sale or Pilots through public offers. During this initial test phase, Contributors can participate in the test marketplace from any country by registering with the Network. Some Network products and services may be restricted to Contributors outside Aotearoa New Zealand.

In the future, the Network may be open to membership outside of Aotearoa New Zealand. More on this future Network milestone here.

1.3 Membership benefits during initial test phase

Toha facilitates Impact Sales for environmental regeneration at specific sites and places. During the initial phase, Impact Sales will only occur for Pilots.

Through Pilots, Members test the potential of the Toha system to support frontline communities to deliver climate and nature solutions.

Members collaborating at Pilot sites propose and participate in an Impact Sale to demonstrate Marketplace transactions, test best practice, research solutions and publish learnings from a Pilot over time.

Members may contribute land, time, money, expertise or IP at a specific place to pursue environmental regeneration under the Network Trust Policy.

Proceeds of Impact Sales fund the research and development necessary to open different impact territories (marketplace categories).

Within the constraints of Pilots, the test marketplace is focused on establishing the products and services necessary to scale funding and finance for equitable access to climate and nature solutions within a frontline community.

Members vote on whether products and services tested at Pilots should be made available to all registered Members in the Network.

Founding Members inform the ongoing development of the membership, governance of the Toha Network and improvement of the Test Marketplace by engaging in the Member Advisory Group.

Toha Network Limited is the initial Secretariat for the Member Advisory Group.

1.4 Membership requirements

During this initial test phase, the minimum participation requirement for all membership types is:

1. Maintaining a verified digital identity as an individual person or organisation

2. Observation of Minimum Rights as per the Network Trust Policy

3. A one-off donation to the Toha Network Trust (see section 6.5 for details on gifting in your location)

Membership fees for Network access may be charged in the future to ensure Network sustainability. More on this future Network milestone here.

Data sharing (with Free, Prior and Informed Consent) is the minimum ongoing commitment maintained between Members of the Toha Network.

Participation in the Test Marketplace is public, but transaction activity can be private.

Access is limited to Members only, and membership is by invitation only.

1.5 Shared responsibility

The Toha Group are working together to develop the Network Cooperation Agreement to accelerate investment and direct payment for services to nature in the Test Marketplace, and to value the regenerative activity not yet accounted for in the economy where Pilots are occurring in the Network.

The shared mission is to mobilise resources to frontline communities under urgency.

1.5.1 The Data Trust

At the heart of the Network is independent governance of the data and intellectual property of Contributors and Members. This is a collective asset in the Network, and the Data Trust is expressly set up to hold and safeguard this data on behalf of those who have rights to what has been contributed in the collective interest, in service to nature.

The Data Trust for the Toha Network is responsible for defining the scope of a data governance protocol, and implementing the agreed protocol using Indigenous-led digital public infrastructure for Members in pursuit of the Purpose. The Data Trust aligns the data governance protocol to independent standards wherever possible.

The Data Trust is Toha Network Trust, a New Zealand registered trust with charitable status. View the Trust Deed here.

Under terms set by the Network Cooperation Agreement, the Data Trust has the authority to appoint and remove a Network Operator and a Network Overseer.

The Data Trust is the principal governing body of the Network. Over time, the Data Trust will devolve governance powers directly to Members according to conditions set out by the Network Cooperation Agreement.

This responsibility includes climate and nature impact strategy, oversight of data sovereignty and value exchange on behalf of Members, development of trust protocols, and recruitment of founding Members and strategic partners for the benefit of environmental regeneration. During the initial test phase, the Data Trust is developing strategic partnerships and nature strategies to grow Network membership.

To hold this responsibility sustainably, the Data Trust may charge one-off or ongoing membership fees in the future. If membership fees are implemented in the future, the Data Trust will support membership subsidies where Members can credit membership fees to other Members. There are no membership fees charged by the Data Trust at this time.

The Network Cooperation Agreement delegates powers to the Network Overseer to charge fixed and variable levies (in tokens) to other core Network entities, Members or Contributors for data services necessary to maintain trust and confidence in the Network and test marketplace.

1.5.2 The Network Operator

The Network Operator for the Toha Network is responsible for building, operating and scaling the Network. The Network Operator is also responsible for contracting Platform services on behalf of Members to Network standards including the appointment of a Marketplace Operator.

Toha Network Limited is the appointed Network Operator, a New Zealand registered limited liability company, wholly owned by Toha Network Trust, a New Zealand registered trust with charitable status.

This responsibility includes issuing tokens or token vouchers in the Test Marketplace according to supply policy set by the Trust, setting Network standards for digital public infrastructure that uphold the purpose of the Data Trust, maintaining public and private registries, publishing the Toha Platform roadmap and safeguarding Member participation in Network and Marketplace governance.

The Network Operator and Marketplace Operator collaborate under terms set by the Network Cooperation Agreement to ensure legal and regulatory compliance of all transactions within the Test Marketplace.

To hold this responsibility sustainably, the Network Operator can charge network transaction fees to Members for funding and finance transactions, and data sharing.

The Network Cooperation Agreement will determine future powers for the Network Overseer to charge fixed and variable levies (in tokens) to other core Network entities, Members or Contributors for independent services necessary to maintain trust and confidence in the Network and test marketplace.

1.5.3 The Marketplace Operator

Members need a Marketplace to value their regenerative activity. In the Toha Network, this is achieved through the core transaction of an Impact Sale.

The Marketplace Operator is responsible for supplying Platform services for digital asset issuance including measurement, data sharing and impact payments. The Marketplace Operator is also responsible for contracting support services necessary for trusted Impact Sales, including primary and secondary markets for Member listing and transferring of Tokens.

Toha Foundry Limited is the appointed current Marketplace Operator, a New Zealand limited liability company owned by private impact investment interests, Network founders, and Toha personnel.

Toha Foundry Limited is responsible for delivering the DPI Pilot for the Network (the Platform) under the Toha Platform roadmap published by the Network Operator. The DPI Pilot is a technology programme to inform the development of digital public infrastructure, to prove the viability of the Test Marketplace, and to pilot measurement, data sharing and impact payment standards.

The Marketplace Operator owns the Platform supplied to Members. During the initial test phase, the Platform includes multiple entry points to the Test Marketplace in the Network:

1. Toha.Network, where Members can list Impact Sales for pilots that kickstart a new category of impact data collection

2. NZ Climate Innovation Market, where Members can buy and sell Claims and impact data

3. East Coast Exchange, where Members can contribute regenerative activities in the Tairāwhiti region and be paid for impact data

To hold this responsibility sustainably, the Marketplace Operator can charge Marketplace transaction fees to Members for listing and transfer of Tokens as part of Impact Sales.

The Network Cooperation Agreement contemplates limits on the Marketplace Operator to charge fixed and variable levies (in cash or tokens) to other core Network entities, Members or Contributors for access to funding and finance in the Network and test marketplace.

1.5.4 The Network Overseer

To support Members to undertake self-regulation of the Network and Test Marketplace, an independent body is necessary to oversee standards for verifiable data, security and use of claimable impacts in external markets.

The Network Overseer for the Toha Network is responsible for setting data standards and providing a neutral platform for registration of diverse science leadership to benefit Members of the Network, and the general public. The Network Overseer is also responsible for the Template registration process, offering a default Certification process, registering third-party Certifiers and contributing to Network Disputes Resolution.

Toha Science is appointed the first Network Overseer. Toha Science is an independent advisory panel that operates as a sub-committee of the Toha Network Trust.

During this initial test phase, Toha Science operates as an internal advisory function to the Network Executive within the Data Trust. Over time, through different stages of the Toha Platform roadmap, following the DPI Pilot, Toha Science will become independent from the Toha Network Trust. Learn about this future Network milestone here.

Exact conditions for independent oversight are subject to change in open consultation including engagement with the New Zealand Financial Markets Authority.

Founding Members will be able to provide feedback on this process through the Member Advisory Group.

Members will have the opportunity to vote for specific representation in Toha Science governance.

To hold this responsibility sustainably, the Network Cooperation Agreement will determine powers to the Network Overseer to charge fixed and variable levies (initially in fiat, and eventually in tokens) to other core Network entities, Members or Contributors for independent services necessary to maintain trust and confidence in the Network and test marketplace.

1.6 Network principles

To grow the Network and Marketplace with integrity, the Core Network Entities together with Members, commit to the following set of principles:

1. We exist in service to nature: Humans are part of nature, not separate. The goal of the Network is not to put a price on nature but instead to operate a system that values our shared commitment and cooperation for environmental stewardship and regeneration through time. The Network facilitates exchange of data that proves regenerative activities undertaken by humans in service to nature. The value given to that data in a Marketplace may be a proxy for the value of the regenerative action undertaken. Thus, the Network seeks to mobilise all human potential to prioritise decisions and activities that regenerate nature.

2. We focus on trust, above all else: Trust sits at the heart of all transactions in service to nature. Verifiable data as evidence of personhood, relationships, connection to place and achievement of impact forms a foundation of our trusted infrastructure. Trusted data is a valuable and reusable resource that can provide value to members who are growing the regenerative economy.

3. We showcase reciprocity: Regenerative action builds on knowledge from our past to create value for future generations. Time is a critical input in a regenerative economy and nature works on her timescale. By designing for reciprocal exchange, we start to get visibility to the present value of trusted relationships to support nature regeneration into the future.

4. We put cooperation ahead of competition: We strive to overcome barriers that prevent the cooperation necessary to accelerate regenerative activities and the flow of impact data. As a Network we design to overcome traditional barriers to cooperation such as societal levels or local and national borders, to achieve maximum value for all Members and meet our shared purpose.

5. We ensure all contributions matter: We acknowledge all the skills, experience, and resources required to enable regenerative activities to be financed, undertaken, accounted for, and valued in the regenerative economy. We account equally for all contributions to the growth of the regenerative economy – whether financial, labour or knowledge.

6. We seek continual improvement: We acknowledge that the work of regeneration spans generations and that no one worldview holds all the answers. We centre ancient, traditional and local knowledge systems whilst embracing a science-based approach to measuring regenerative activities. Codifying systematic methods helps to provide transparent and verifiable links between activities and outcomes, but we expect all systems to embrace alternative methodologies to achieve trust, because the existing system has failed to serve nature.

7. We pursue regionalisation, localisation and decentralisation: While we acknowledge the requirement for central guardianship in the initial test phase of the Network and Test Marketplace, we are committed to the development of a decentralised Network through the adoption of distributed technologies over time.

2 About these Network Terms of Service

2.1 Acceptance of these Terms

These Terms apply to your use of the Network products and services, and the Test Marketplace, operated and/or provided by Toha Network Limited or another entity within the Toha Group (referred to as “Toha”, “we” or “our”).

When we refer to “you” or “your” in these Terms, we are referring to the Member accessing and/or using our products or services, and any entity you are authorised to represent (as approved by us). You agree that by accessing the Network and/or the Marketplace, and/or using our products and services, you agree that you have read, understood, and accepted these Terms and all our other relevant policies. If you do not agree to these Terms, you must not open an Account, or access or use the Network or the Test Marketplace.

If you are accessing the Network and/or the Marketplace or creating the Account on behalf of another person (such as a company or trust), you confirm that you are authorised to do so and that you agree to these Terms on their behalf. By agreeing to these Terms for another person, you confirm that they bind the person.

We have made every effort to present this information as clearly as possible. Please ask questions if you are not sure about anything or to provide feedback, by contacting us at info@toha.network.

2.2 Changes to these Terms

During this initial test phase, these Terms may change frequently as we refine our processes for providing public trust services at scale.

At short notice, we may need to update these Terms, or add, remove or change our products and services.

If any of our changes to these Terms are likely to have a materially negative impact on you, we will give you reasonable prior written notice in accordance with these Terms where we are able to do so.

Our primary motivation for change to these Terms is to protect trust in the Test Marketplace.

When we communicate updates, we rationalise changes by the Data Trust through the lens of ongoing trust amongst Members and the public.

Unless stated otherwise, such changes take effect immediately. By continuing to access and use the Marketplace and the Network you agree to be bound by the updated Terms.

2.3 Precedence

The Agreements set out the terms and conditions governing the specific products and services within the Network and the Marketplace. These Terms serve as a supplement to the Agreements and include relevant variable provisions. In the event of any conflict between an Agreement and these Terms, the terms of the Agreement shall take precedence.

2.4 Test Marketplace acknowledgement

Toha is operating a Test Marketplace to inform the development of digital public infrastructure (the DPI Pilot) to scale climate and nature funding and financing to frontline communities.

The current version of the Network and Marketplace is still in its initial test phase. This means that we are continuing to evaluate, develop and test and may ask you to provide comments and feedback on your user experience. Accordingly, you acknowledge and agree to the following:

1. During this time of rapid learning in the Test Marketplace, we expect to be making regular updates to Terms and Policies related to Network access or our products and services.

2. We may contact you as reasonably required to obtain feedback on all aspects of the Network and our products and services.

3. You agree that you will not, without our prior written approval, publicise your participation in the Test Marketplace or disclose any Confidential Information or details of our Test Marketplace to anyone else.

4. We may terminate or suspend access to the Network or our products and services at any time for any reason by providing the Account holder with 3 days’ prior written notice.

5. In the initial test phase, the Network and Test Marketplace may contain errors and bugs and we accept no liability for these. Our responsibility to you is to take reasonable steps to correct them once they are brought to our attention.

3 Toha’s roles to support safe environmental markets

3.1 Role of the Data Trust

The Data Trust is the initial entity in the Toha Network, establishing the core Network purpose as environmental regeneration through a charitable trust deed registered in Aotearoa New Zealand.

In pursuing the Purpose, the Data Trust will seek to:

1. demonstrate neutrality and common interest in stewardship of climate and environmental data sharing;

2. build, support and grow a high trust network for secure collection and exchange of verifiable data about, and related to, regenerative activities and their impacts on the environment;

3. support and promote cooperation to enable regenerative activities to be financed, undertaken, accounted for, and valued for the benefit of regenerators;

4. develop and support systems that incentivise communities of action to undertake regenerative activities;

5. develop and grow diverse partnerships to coordinate ecosystems of impact and maximise the trading of impact data;

6. advance research and development regarding environmental regeneration, including tools to calculate and measure the environmental impacts of activities;

7. embed the use of emerging science and traditional knowledge in land management that generates effective regenerative practices;

8. develop policy for the supply and allocation of tradeable tokens that store value for trust work and impact data related to regenerative activities, including minimum standards for third parties issuing and managing tokens; and

9. otherwise support any Charitable Purpose (including by supporting, by donation or otherwise, any person), whether such object relates to the relief of poverty, the advancement of education or to any other matter beneficial to the community.

The Data Trust will lead Members to demonstrate accountability in the development of the Collective Impact Policy which captures general consensus and special interest in metrics and indicators of Network performance aligned to Vision 2030, through Network Voting. Vision 2030 encompasses the collective impact goals of the Toha Network through to 31 December 2030 agreed by Network vote of Members. Vision 2030 is made available as a reference for all Members as a trusted evidence-based shared story of future potential for regenerative action.

Within the Network, the Data Trust will:

1. define, monitor and promote the Network;

2. govern and monitor the use of the Network in accordance with Member feedback, authorisations and instructions, and pursuant to these Terms;

3. enter into Licensing Agreements through which the Data Trust holds and is licensed to use Data and Intellectual Property Rights created or supplied by Contributors across the Network, on trust, for the benefit of Members and Contributors;

4. manage access to Data and Intellectual Property Rights that the Data Trust holds and is licensed to use and manage, including by entering into Licensing Agreements, including with Toha for the Purpose;

5. maintain the confidentiality of confidential Data and confidential Intellectual Property Rights, including ensuring that relevant Users enter into confidentiality undertakings;

6. manage requests to access Data and Intellectual Property Rights;

7. manage the integrity of data in the Network including requests to amend or remove Data and Intellectual Property Rights from the Network;

8. set the metrics for the Network Impact Dashboard and reporting required by the Network Operator to support the Collective Impact Policy;

9. impose fees, manage payments and deposits, and enforce agreements to which it is a party; and

10. oversee the Network Disputes Resolution process, and intervene or mediate as required at the request of the Network Operator.

Toha Network Trust is the appointed Data Trust by Network Founders but in time, following learnings from the Test Marketplace, may be replaced partially or wholly in this role under conditions determined by the Network Cooperation Agreement.

(altogether, the “Data Trust Purpose”).

3.2 Role of Network Operator

Within the Network, the Network Operator will:

1. build, operate, maintain, improve and promote the Network;

2. specify standards, open source frameworks, governance model, data-sharing/ licensing architecture, an environmental regeneration ontology, fraud detection and security regulations, and a Platform roadmap to implement the digital public infrastructure that is necessary to connect economic activity to nature through stewardship;

3. collaboratively develop a Network playbook and ecosystem to coordinate a place-based nature intelligence layer of Network products and services integrated with the digital public infrastructure to support infrastructure and venture investors interested in the Network;

4. appoint and manage a Marketplace Operator to build the digital public infrastructure and supply Platform services required to support the Network;

5. register Members and Contributors recruited by the Data Trust;

6. manage Member status and Token allocations via the Network Service Provider registration and monitor processes as per the Network Trust Policy, Collective Impact Policy and Independent Oversight Policy;

7. design, develop, implement and operate products and services to support Network activities;

8. enable data governance between Members and Contributors;

9. monitor, analyse and report on Network activity, including for the Network Impact Dashboard and promotional purposes;

10. receive and store Data and Intellectual Property Rights (including those associated with Claims, Claim Templates, Pledges and Pledge Templates);

11. grant access to Data and Intellectual Property Rights for purposes of Authentication and Verification by designated entities;

12. act as licensee and grant sub-licences of Pledge IP and Claim IP (observing Contributors' permissions and authorisations) to:

    1. Contributors to access and use (but not commercialise or monetise) Pledge IP and Claim IP;

    2. members of a Collective to access and use (but not commercialise or monetise) Pledge IP and Claim IP;

    3. the Data Trust for the Data Trust Purpose;

13. impose fees, manage payments and enforce agreements to which it is a party; and

14. apply Network policies, under the oversight of the Data Trust and in cooperation with the Network Overseer, where appropriate.

(altogether, the "Network Purpose").

Toha Network Limited is the appointed Network Operator by the board of the Toha Network Trust but in time, following learnings from the Test Marketplace, may be replaced partially or wholly in this role under conditions determined by the Network Cooperation Agreement.

3.3 Role of Marketplace Operator

Within the Network, the Marketplace Operator will:

1. support Members to kickstart new categories of environmental regeneration using Pilots and Impact Sales;

2. provide Members with software to build Templates;

3. provide Members with venues and software to attract and contract funding and finance for regenerative action;

4. provide Members and Contributors with software to transact funding and finance, and Data with the Network;

5. provide Members with software to sell and re-sell claimable impacts; and

6. ensure transparency and accessibility of Marketplace activity and data, subject to the rights of data owners.

(altogether, the "Marketplace Operator Purpose").

Toha Foundry Limited is the appointed Marketplace Operator by the board of the Toha Network Limited subject to commencement and delivery of the DPI Pilot, and may be replaced partially or wholly in this role under conditions determined by the Network Cooperation Agreement.

3.4 Role of Network Overseer

Within the Network, the Network Overseer will:

1. approve Registered Scientists as Independent members through the Network Service Provider registration process as per the Independent Oversight Policy;

2. ensure the quality of Network data is as high as possible, through the application of verified practice by Members and the setting of data standards;

3. manage the Template Registration process as communicated through the Template Registration Policy;

4. provide the Marketplace Operator with reliable open scientific information to practically implement in the Test Marketplace to help Members target the fastest, most efficient, and most effective regenerative activity;

5. operate with no bias or barrier on the ability for Members to utilise all forms of knowledge, such as ancient, traditional, Indigenous or local knowledge, in their activities on the Network;

6. ensure transparency and accessibility of Network activity and data, subject to the rights of data owners;

7. oversee Trust Issues and disputes related to external Certification; and

8. oversee Trust Issues and disputes related to the Template Developer registry.

(altogether, the "Network Overseer Purpose").

Toha Science operates an internal advisory function to the Network and Data Trust board, and may be replaced partially or wholly in this role under conditions determined by the Network Cooperation Agreement.

4 Network products and services

4.1 User obligations

By using any Toha products or services for any purpose, Users agree to be bound by these Terms.

All Users of the Network and the Test Marketplace agree to meet the highest level of ethical standards, and to contribute to environmental regeneration in service to nature under the direction of Kotahitanga and Kaitiakitanga.

Users agree to abide by the general principles and behaviours that the Network and the Test Marketplace reasonably expect of Users, including the following:

1. acting honestly and truthfully in all interactions and representations of information in the Network and Test Marketplace;

2. honouring the freedoms of all other Users and components of the Network and their rights to engage in accordance with our Terms and policies;

3. complying with all relevant legislation, regulations and directives of your country of residence, including the relevant legislation, regulations, and directives of New Zealand as the country of residence of the Network and the Data Trust;

4. respecting internationally proclaimed human rights; and

5. respecting Toha’s role as an independent market infrastructure provider and not as a regulator of climate action or authority on regeneration of nature for Mother Earth.

You also agree to the following specific obligations:

1. to comply with our policies, including our Privacy Policy and others published from time to time;

2. to provide true, accurate, and complete information in all your interactions with us;

3. to abide by the list of communications principles in the Harmful Digital Communications Act 2015, which set out to deter, prevent and mitigate harm caused to individuals by harmful digital communications;

4. to ensure that any Data provided to the Network is true and yours and not to create or list counterfeit or stolen Data in any shape or form;

5. not to infringe the rights of any person, including any Intellectual Property Rights, privacy and/or contractual rights;

6. not to reverse engineer any aspect of the Network or the Marketplace, or attempt to gain unauthorised access to any part of the Network or the Marketplace, including attempting to gain authorised access to any accounts;

7. not to use the Network or Marketplace to engage in any restricted, unethical, or illegal activities (whether illegal in New Zealand or where you are located);

8. not do anything that could undermine or negatively impact the integrity or functionality of the Network and/or the Marketplace;

9. to take reasonable steps to verify the identity, legitimacy and authenticity of Claims before making any sale or purchase;

10. to immediately contact [e-mail] if you have concerns about the conduct of any User; and

11. to cooperate with our service team and other representatives in response to all reasonable requests.

Any breach of these obligations will be considered reasonable cause for us to suspend or terminate your Account and/or rights under these Terms.

4.2 Acceptable use of our products and services

You agree to use Network products and services for their intended purpose and not to misuse them in any way. These Terms and our policies provide specific information on how our services should be used and what behaviour is not permitted. If you have any questions regarding the acceptable use of our services, please get in touch with us at [e-mail].

4.3 Response to our requests

At times, we may need to contact you to request further information about our products or services. Any request will always be made pursuant to our Privacy Policy.

4.4 Our fees

Fees are charged to Members when accessing Network products and services that use the Platform.

When you use Network products or services, you agree to pay us and/or the Data Trust, the fees, notified to you from time to time, in these Terms, or in separate Agreements.

All fees are public via the Toha Network Public Information site.

We may change our fees from time to time by giving you notice in accordance with these Terms, or otherwise in accordance with the relevant Agreements.

You are responsible for any third-party fees, costs or expenses you incur in relation to receipt of our products or services.

All fees, costs and charges payable will be charged plus GST (if any). Contributors are required to supply Country details to ensure fee charges follow all requirements for receiving payment from Users outside of New Zealand.

4.5 Responsibility for your taxes

You agree to pay any applicable goods and services, income tax, other taxes and levies, as required by law.

5 Your Account

5.1 Your Account

Your access to Network services and products requires you to register with the Network and have an Account. As a registered User, you will be able to join a membership, engage in the Test Marketplace, and access Network services and products, navigate the Network and transact with the Data Trust, in accordance with these Terms. Your obligations in relation to your Account are governed by these Terms.

5.2 Registering an Account

To make a contribution to the Network through the functionality of the Network and Test Marketplace, Users must register an Account.

To register an Account you must:

1. if an individual, be at least 18 years of age; and

2. provide us with the following minimum information:

   1. full name;

   2. email address; and

   3. basic identity and other information as required by us for any reasonable purpose, including Account opening, to enable us to follow our obligations under relevant tax and anti-money laundering laws.

3. consent to us collecting and using Personal Data that you have provided to us in accordance with our Privacy Policy.

Contributors register with the Network and receive an Account.

The User is responsible for the confidentiality and security of their Account (including its password) and accepts all risk of any unauthorised use of or access to their Account. The User must immediately notify Toha if it becomes aware of any unauthorised access to their Account or suspects it has been subject to a security breach.

5.3 Upgrading your Account with membership

The majority of Network products and services require Users to enhance their Account with a full membership (with verifiable data and Member profile to minimum completeness according to the Network Trust Policy).

To start or associate with an existing membership (entity), Users must provide us with the following additional information:

1. a Network account type (individual or organisation) to associate with their email address;

2. enhanced identity and other information as required by us for any reasonable purpose, including Account opening, to enable us to comply with our obligations under relevant tax and anti-money laundering laws, and sufficient to establish verified digital identity in the Network;

3. proof of residential address and current location;

4. complete profile information to minimum requirements according to the Network Trust Policy;

In addition to these Terms, Users must also agree to:

1. observe Minimum Rights as per the Network Trust Policy; and

2. share data with the Data Trust as per these Terms and the Collective Impact Policy

5.4 Adding status to your membership

The default status of a membership is Active if at least one Token transaction has been completed in a 12 month period.

Certain Network products and services may only be available to Members with specific status in the Network.

Some Member statuses may only be earned through activity.

Some Member statuses are by application through your Account via the Network Service Provider registration process.

Application for some Member statuses may only be permitted with additional fees payable to the Data Trust or Network Operator.

5.5 Extending your Account with a Wallet

In the future, the Network Operator may offer you new Network products and services that allow you to link your Account to a digital Wallet (either Network provided, or external product of your choice) for the storage of unique keys of the Tokens or Token Vouchers you have purchased.

5.6 Donations from Account

During the initial test phase, from time to time, the Data Trust may invite or require your consideration of gifting opportunities.

Each year, Members are required to make a single annual Token gift (denominated in TOHA) to maintain active Member status.

During this initial test phase, in the Test Marketplace, the annual Token gift (charitable donation) must have an equivalent minimum value of NZ$5 per Member, paid in TOHA tokens or TOHA vouchers to the Data Trust (or fiat for TOHA tokens or TOHA vouchers) which are burned in return for the default KOHA bundle.

In the future, Members should expect the minimum annual Token donation value to be different based on Network and Member location.

This is subject to change with learnings in the Test Marketplace and conditions determined by the Network Cooperation Agreement.

Additionally, during this initial test phase, from time to time, the Data Trust may invite or require additional Token or Token voucher donations (to be burnt) as part of the DPI Pilot and proactive and safe management of the Test Marketplace.

5.7 Limits on Users' rights to use the Network and Test Marketplace

Toha confers on the User the right to commercially use the Network and the Test Marketplace via electronic devices or through display mechanisms controlled by the User for the purpose of contributing Data and Intellectual Property Rights, as well as for creating Pledges and Claims, purchasing and selling Claims, and providing and accessing Data and materials under Pledge Agreements, Licensing Agreements and Claim Agreements.

All other rights in relation to the Network and the Test Marketplace are reserved, including rights to copy, communicate, reproduce, publicly display, broadcast, and/or to create works that are derivatives of the Network and the Test Marketplace.

Your rights in any Pledges, Claims and Data purchased or sold through the Marketplace will be subject to these Terms and additional restrictions, conditions or limitations as determined by the relevant Claim Agreement, Pledge Agreement, Claim Transfer Agreement, Licensing Agreement, or by Toha, and will be specified on the applicable listing or in relevant Agreements.

The transferor, licensor, or creator (as applicable) owns Data or Intellectual Property Rights in the original, underlying works. Data and Intellectual Property Rights are transferred or licensed via the Data Trust and/or Toha in each specific case, subject to applicable limitations and conditions managed via the Platform.

You must not copy, download, distribute, share, broadcast, transmit, license, sell, reproduce, or otherwise use any content made available through the Network or the Marketplace (including but not limited to any trademarks owned or used by Toha), except as permitted under these Terms, pursuant to the terms of any Claim Agreement, Claim Template, Pledge Agreement, Claim Transfer Agreement or Licensing Agreement, or with our prior written consent.

Additional provisions governing the access and use of Data and Intellectual Property Rights in the Network and Test Marketplace can be found in the Data and Intellectual Property Rights section of these Terms.

5.8 Suspending and closing your Account

You can request to close your Account at any time.

We can close your Account by providing 3 days prior written notice for any reason.

We may immediately suspend or close your Account at any time, without limiting our other rights or remedies under these Terms or at law, if we reasonably consider that:

1. you fail to provide us with the information we request, or you do not meet our eligibility criteria for having an Account;

2. you have breached, or threatened to breach, any law or these Terms or any Agreements, including your obligations under Section 5.1;

3. you have undermined, or attempted to undermine, the security or integrity of the Network or the Marketplace;

4. you have used, or attempted to use, the Network or our products/services to engage in illegal, illegitimate, unethical, or offensive conduct (e.g., money laundering or fraud);

5. we have reasonable grounds to believe we are required to do so to meet our legal obligations; and

6. a regulator requests that we do so.

We are not responsible for any Loss you suffer due to your Account being closed or suspended for the reasons stated above.

If your Account is suspended:

1. we will use reasonable efforts to notify you of the suspension;

2. we are not obligated to, but may, in our discretion, complete any pending or processing transactions at the time of suspension or closure; and

3. we will, in our discretion, use reasonable endeavours to restore your access to the Network, Test Marketplace, including your Account, within 10 Business Days of you demonstrating to us, acting reasonably, that the reason for such suspension no longer exists.

5.9 Effect of closure of your Account

Unless otherwise agreed in the relevant Agreements or in writing with you, upon the closure of your Account under these Terms:

• we may cancel or complete any pending transactions in our discretion;

• we will not refund any part of any fees or charges already incurred (including any applicable fees);

• all amounts payable by you to us under these Terms become immediately due and payable

• you must cease to use in any way whatsoever any of the Intellectual Property Rights or Confidential Information belonging to us, the Data Trust or the Network.

Unless stated otherwise in these Terms or the relevant Agreements, termination of your Account does not affect either party’s rights or obligations that accrued before termination of your Account.

5.10 System maintenance

Without limiting the above, we reserve the right to suspend and terminate access to any Accounts or any of our products and services as necessary for any system maintenance. We will provide you with reasonable advance notice, to the extent practicable in the circumstances. However, in cases where security concerns arise in relation to our systems or to your access, we may take such actions without prior notice to you.

6 Tokens

The Data Trust and Network Operator are introducing Tokens, including TIME, MAHI, TOHA and KOHA, as means of payment, units of account, rewards and governance mechanisms for Users of the Network.

Token Vouchers will serve as the method for accounting for the allocation of the Tokens to be issued, with entries recorded in a ledger managed across the Toha Group until the final Tokens are issued. While Tokens have not been issued, all references in these Terms to the Tokens will be deemed as references to Token Vouchers.

Issuance of the Tokens will be at Toha’s and the Data Trust's discretion, and will be subject to entry into a Token Agreement in the form provided by Toha and the Data Trust.

Any future rules applicable to supply or issuance of Tokens will apply to the relevant parties in accordance with their own principles, terms, and conditions.

6.1 MAHI

MAHI are fungible Tokens designed to operationalise Kaitiakitanga in the Network.

MAHI are issued in exchange for cash payment by Buyers.

Toha applies the proceeds from the issuance of MAHI to funding of approved Pilots, Pledges or Network Proposals within the Network (subject to the terms of the relevant Token Agreement).

In essence, MAHI is used as proof of funded actions demonstrating environmental regeneration. Holders of MAHI receive basic details about what their MAHI has funded such as type of action, date and general location but have non-exclusive rights to such data and cannot claim any outcomes from this action unless a Claim has been purchased.

It is at the discretion of the Data Trust and Network Operator to determine the volume of MAHI made available in any given Impact Sale. For the Test Marketplace, Toha Network Limited is the issuer of MAHI and will transfer them to Network Service Providers on proof of receipt of funds from Buyers and payment of fees by the Network Service Provider. As the Network and Test Marketplace develop, we envision that Network Service Providers will be able to issue MAHI under certain conditions, using the Network and Marketplace as the settlement service. However, it is not intended that MAHI's underlying features change.

It is intended that holders of MAHI may swap their MAHI for TOHA to access Claims, and other Network services. This is subject to the launch of TOHA upon a token generating event, or the availability of TOHA vouchers. We have every intention to launch TOHA on a public market, we cannot guarantee when this will be.

It is important to note that the right to swap is not embedded within MAHI or conferred by MAHI (any such rights will be agreed between the issuer and the MAHI holders under the relevant Token Agreements).

For the right to swap MAHI for TOHA, the Network Operator must separately validate that the MAHI proceeds have achieved impact, through a match with a TIME token.

If the swap to TOHA is requested ahead of the application of funds to action (MAHI validation according to tagging), the Buyer can elect to match with the next available TIME token in the Time Queue. Validation of MAHI will be on a first-in, first-out basis. This means that older MAHI will be validated before newer ones, unless the terms of any relevant Token Agreements require otherwise.

The exchange rate for the swaps will be based on the Time Value of Action (TVA) generated by the date and time (timestamp) of the registered action (based on TIME their MAHI is matched to) or, in the pilot phase, the TVA of each voucher purchase (whichever is earliest).

The TVA is subject to change and its calculation, and a record of any changes will be published in the Time Value of Action Policy. This and other policies will be publicly notified through Toha Network Public Information.

During this initial test phase, in the Test Marketplace, a TVA will be agreed per Impact Sale between the issuer and the MAHI holders under the relevant Token Agreements. Where a Token Agreement specifies that the purchase price of MAHI is to be applied for a specific purpose, we will use best endeavours to do so. We may also charge additional fees agreed with you to support tagging (matching rules).

We will contact you if it becomes clear to us that we cannot allocate the funds to the specified purpose within 12 months, in which case we may direct the funds to other purposes at our discretion.

6.2 TIME

TIME is a Token designed to operationalise Kaitiakitanga (environmental stewardship) in the Network.

When a Contributor contributes to the Network in support of approved Pilots, Pledges or Network Proposals they can earn TIME.

A Contributor needs to supply sufficient evidence of their action to earn TIME. This may be in the form of photos, invoices, lab test results, or other evidence we request. These time and cost records accrue in a Network Timesheet.

On instruction of a Contributor, a Network Timesheet can be converted to a Buyer Created Invoice payable by the Network Operator.

Once verified, TIME will be issued to the Contributor’s Account as full and final settlement of the invoice to the Network.

Once there are sufficient funds in the Network Treasury (through the issuance of MAHI), we may buy TIME for NZD or instruct a Network Service Provider to buy TIME for NZD from the Contributor to the benefit of a MAHI buyer. When a MAHI swap is ordered, the TIME will be available to be burned.

While we intend to meet Network Timesheet obligations, we cannot guarantee if or when we will be able to purchase TIME for this purpose.

Alternatively, it is intended that a Contributor will be able to swap their TIME directly for TOHA, locked on the issuing Pledge, at the Time Value of Action based on the date they took action. This is subject to the launch of TOHA upon a token generating event, or the availability of TOHA vouchers, and is not guaranteed.

6.3 TOHA

TOHA are fungible Tokens designed to operationalise Kotahitanga (unity) in the Network. TOHA can be used to pay transaction fees and access, use and share the impact data.

It is intended that the Network Operator will issue TOHA at a future token generating event, however we do not guarantee if or when this will take place. The Toha Group must first complete the DPI Pilot and a series of Pilots and Impact Sales in the Test Marketplace.

To support the Test Marketplace, the Network Operator will issue a supply of TOHA vouchers to trial data sharing and data settlement transactions between Members.

Separately, TOHA may be obtained by direct transfer from holders who are allocated supply (initially as TOHA vouchers in the Test Marketplace).

The allocation of TOHA vouchers will be publicly notified with every Impact Sale in the Test Marketplace, but may also be published by the Data Trust as a total allocation strategy of TOHA voucher supply (including Time Value of Action settings) to support the Test Marketplace and Platform roadmap to achieve Vision 2030 goals.

To facilitate Pilot access to Network products and services in the Test Marketplace, a TOHA voucher supply can be purchased through the Network Operator or via Impact Sales in the Test Marketplace.

Members will need to purchase TOHA vouchers from the Data Trust, via the Network Operator, to secure KOHA (see 7.4) to participate in Network Votes in the Test Marketplace, including any voting on collective goals for Vision 2030 or setting of Time Value of Action beyond 2030.

Contributors to Impact Sales will purchase TOHA vouchers to fund Template Development, Local Market Support (including Digital Equity initiatives), Verification or Digital Public Infrastructure.

Members participating in Pilots will earn TOHA vouchers from their Claim sales.

Contributors to Pilots, Pledges or Network Proposals, may choose to swap their TIME to TOHA vouchers.

Initially, Members will not be able to sell TOHA Vouchers for NZD to the Network Operator. At some point during the initial test phase, we intend to be able to purchase TOHA Vouchers on-demand, but we do not guarantee if or when this will be possible via the private trading desk.

As activity grows in the Test Marketplace, to manage TOHA voucher transactions, the Test Marketplace will explore periodic auctions, conducted initially by the Network Operator in partnership with an external market. This will shift to the Marketplace Operator when compliant Platform services are established. Toha will consult with the Financial Markets Authority in Aotearoa New Zealand, or other regulators, to determine the Platform, legal and compliance roadmap for this activity. Additional market licensing may be required.

In the future, subject to the DPI Pilot and other Network milestones, including regulatory consultation, TOHA may be available for sale and purchase on a secondary market, including a digital asset exchange provided by the Network. More on this future Network milestone here.

6.4 KOHA

KOHA are fungible Tokens designed to operationalise Kotahitanga (unity) in the Network.

KOHA are issued and sold in bundles, on-demand, to Members only.

The Network Operator prices KOHA bundles in TOHA. KOHA purchases can only be settled with TOHA tokens. During this initial phase, the Network Operator will accept payment in TOHA vouchers.

For Token holders, the functions of KOHA are to:

1. facilitate participation in a Network vote;

2. buy reputation in the Network through a status action;

3. pay for Network membership (if membership fees are introduced in the future);

4. be recognised for donations that maintain active membership.

KOHA will be burned on completion of voting action, status action, purchase of Network membership subscription and on annual donation (a gift to the future generations).

KOHA are not transferable within the Network, are not tradeable and do not provide any ongoing financial benefits.

7 Test Marketplace

7.1 Impact Sales

The core marketplace transaction is an impact sale linked to a place where a group of people or a community want to deliver environmental regeneration.

In this transaction, sellers (frontline communities) can list Pledges, Claims or a Pilot in a specific impact territory in a target geographic area.

Buyers can browse these listings to match and transact resources to the actions (Pledges) and outcomes (Claims) that they need in the future.

In the future, some buyers may speculate on the future value of certain impacts (Pledges & Claims) in secondary markets. More on this future Network milestone here. Toha will consult with the Financial Markets Authority in Aotearoa New Zealand, or other regulators in other jurisdictions, to determine the Platform, legal and compliance roadmap for this activity. Additional market licensing may be required.

Members can participate in Impact Sales through the Test Marketplace, managed by the Marketplace Operator.

7.2 Pilots

Pilots showcase grassroots innovation for environmental regeneration. Each Pilot is located in nature and mapped publicly so that all connections to place can be fully disclosed to the Network by Members and Contributors.

During this initial phase, there must be at least one Pilot site per Impact Sale. The Data Trust must approve all Impact Sites.

Sale proceeds fund:

1. frontline action at one or more Pilot sites specifically labour and capital costs (mahi, work in te reo Māori);

2. sustainable finance product research and development (Pledge Finance);

3. measurement tech trials and modelling (Template Development);

4. programme coordination by Brokers or Network Service Providers (Local Market Support);

5. ecosystem coordination (Local Market Support); and

6. time critical DPI Pilot milestones (Indigenous-led Digital Public Infrastructure)

Eventually, Pilots will be progressed through Network Proposals and a Network Vote by Members.

Each Network approved Pilot agrees to implement projects according to the Network Trust Policy, and to share the experience and learnings from Pilot activities widely with Members via the Network Operator.

7.3 Pledge and Claim listings

In the Test Marketplace, following Pilots, from time to time, we may permit the listing of Pledges and or Claims for sale as part of an Impact Sale. This allows for primary listings, sales, purchases and secondary sales (Transfers).

We may also permit the registration and listing of Claim Templates and Pledge Templates in the Test Marketplace for use in Claims and Pledges issuance to facilitate a specific Impact Sale outcome. Templates are licensed for use in the Test Marketplace in return for a royalty fee to be paid to the Template Developer via the Test Marketplace.

The following listing rules will apply. We may supplement these rules by updates to the Terms and other rules, policies and updates published from time to time.

We reserve the right to remove or modify a listing at any time, where it is determined (acting reasonably) that the listing, Claim offered for sale or Transfer, or Template offered for use violates these Terms, is contrary to the purpose and intent of the Network or the Test Marketplace, there is a change of law or regulation which deems it necessary to remove the listing, or the listing is otherwise inconsistent with how the Test Marketplace or Network is intended to operate.

The User is fully responsible and liable for any listing posted through its Account. The User must only list Claims or Templates, create Pledges, and provide Data that it owns. The User’s listing must:

1. be accurate, current, complete and include all relevant information regarding the Claim, Template, Pledge or Data;

2. not be misleading or deceptive (including through the omission of any material information relevant to the Claim, Template, Pledge or Data);

3. not violate any New Zealand or international intellectual property laws;

4. not be inappropriate, offensive, illegal, or counterfeit; and

5. not incorporate assets that are stolen or misused, or that the User is not authorised to use.

Listing unauthorised or illegally obtained assets may cause your listing being removed; your Claim, Template, Pledge or Data being seized; and your Account suspended or terminated.

7.4 Trading and transfer

During this initial test phase in the Network and test marketplace, support for Pledge Transfer and Claim Transfer will be limited and require prior agreement with the Network Operator.

Members acknowledge and agree that any purchase, sale, transfer or licensing of a Pledge or Claim (and linked Data and Intellectual Property Rights) will be final, and that a User will not be able to cancel or retain the corresponding rights to a Pledge or Claim (and linked Data and Intellectual Property Rights) following completion of the relevant transaction.

7.5 Network support services and processes

7.5.1 Allied Science and Research

The Network aims to connect Members to the existing ecosystem of independent science and research to assess impacts with the Network, or to develop tools for future impact. This includes traditional knowledge.

Impact Sales may include offers for funding and financing to community leaders and local economy experts who support multiple Members within a frontline community in a specific geographic area.

Members with Independent status can make Network Proposals to support science and research relevant for active or planned Pilot sites for Network Vote.

The Network reserves the right to issue and sell Tokens for resources to commission independent science and research that will directly benefit Members, individually and collectively, or indirectly through the protection of trust and sustainability in the Network.

7.5.2 Pledge Finance

The Network aims to connect Members to the existing ecosystem of Financial Service Providers for the supply of financial products (Pledge Finance) linked to Pledges and Claims in the Network; for example, a bank-issued loan that can be used to cover the capital costs of native reforestation on a landblock.

During this initial phase, Pledge Finance remains in R&D with select partners. Financial Service Providers may be invited to become Members and participate in the Pledge Pioneers Programme operated by the Network Operator.

Impact Sales may include offers from the Pledge Pioneers Programme to fund pledges at Pilot sites, as part of special research and development activity in the Test Marketplace.

Financial Service Providers who are Members can promote externally registered and regulated financial products to Members in specific impact territories (marketplace categories). They may also award Backer status to other individual Members representing their Pledge Finance products as registered financial advisors.

In the future, any Financial Service Provider will be able to offer Pledge Finance products directly into the Test Marketplace.

The Network reserves the right to issue and sell Tokens to incentivise development of external sustainable finance products that will directly benefit Members and accelerate access to funding and financing in the Network.

7.5.3 Template Development

The Network relies on an ecosystem of expert third-party developers to define the measurement, reporting and verification of environmental regeneration according to unique local requirements and alignment with external standard providers.

The Network Operator offers a dedicated Template Accelerator Programme to support Template Developers to research, develop and test Claim Templates and Pledge Templates that support the Impact Sale pipelines in the Test Marketplace.

In the future, the Network Operator will manage and maintain a public Template registry.

The Network reserves the right to issue and sell Tokens to incentivise or fund development of Templates that will directly benefit Members and accelerate access to funding and financing in the Network.

7.5.4 Local Market Support

The Network aims to foster an ecosystem of services and processes for building local capability and capacity to engage in environmental regeneration. This may include addressing Digital Equity issues for Members in a specific geographic area.

Impact Sales may include offers for funding and financing to community leaders and local economy experts who support multiple Members within a frontline community in a specific geographic area.

Members with Builder status can make Network Proposals to support local market activate strategies for Network Vote.

7.5.5 Certification

The Network seeks partnership with external bodies for Certification services to assess Template alignment with external standards.

The Network reserves the right to issue and sell Tokens to incentivise or fund Certification services that will build trust in Network products and services.

7.5.6 Verification

To enable trust in environmental regeneration in the Test Marketplace, the Network facilitates access to verifiable Data between Members for reporting and auditing to customisable standards using Templates.

Each Network product or service includes a unique approach to verification requirements by Verifiers, registered Members or Contributors, approved by the Network Operator to undertake Trust Tasks on Templates or derivative Pledges and Claims in exchange for fees.

Maintaining low transaction costs is a shared responsibility of all Members and involves a commitment to data sharing within the Network. The Data Trust aims to encourage development of third-party data-sharing services, data integration tooling, spatial data innovation, hardware integration, and AI development by Members.

Members and Contributors can be contracted to supply Verification actions (Trust Tasks) by Template Developers subject to template settings, Suppliers through Pledge and Claim issuance, or contracted by Buyers through the Test Marketplace.

7.5.7 Digital Public Infrastructure

To enable trust, cooperation and self-governance, the Network requires access to Digital Public Infrastructure including:

• A measurement platform that uses impact data technologies to track environmental actions and outcomes.

• A data sharing network for the secure and sovereign exchange of impact data.

• A payment system that enables Members to pay for, and be paid for, impact data.

The Toha Group is partnering with infrastructure investment providers, technology suppliers and distributed teams to deliver the Toha Platform roadmap.

The roadmap is currently in an initial phase called the DPI Pilot.

As Indigenous-led Digital Public Infrastructure, Toha is partnering with membership bodies and alliances to extend access to the Network and test marketplace.

7.6 Optional Member public profile status

7.6.1 Kaimahi

Kaimahi is a free Member status available to all Members and Contributors registered with the Network according to requirements set by the Network Trust Policy.

This profile status is earned by contributing time to Pilots, Pledges and Network Proposals.

7.6.2 Kaitiaki

Kaitiaki is a free Member status available to all Members and Contributors registered with the Network according to requirements set by the Network Trust Policy.

This profile status is earned by contributing regular time, expertise, IP (Templates) or money to Pilots, Pledges and Network Proposals.

7.6.3 Builder

Builder is a paid Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status enables a Member to register as a Network Service Provider in a specific geographic area to supply Network Support Services to Pilots, Pledges and local Network Proposals to grow participation in environmental markets.

7.6.4 Advocate

Advocate is a free Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status is available on application to the Data Trust, and confirmed by an Advocate Appointment Letter.

This profile status enables a Member to register as a Network Service Provider in a specific geographic area to supply Network Support Services to Pilots, Pledges and local Network Proposals to a specific group of Members to ensure open communication, representation and fair access to environmental markets for frontline communities. Specifically it enables third parties to facilitate communication directly with Pledge Holders.

7.6.5 Authenticator

Authenticator is a free Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status is available on application to the Data Trust, and confirmed by an Authenticator Appointment Letter.

This profile status enables a Member to register as a Network Service Provider (for a broker or in a specific impact territory) to supply Network Support Services to Pilots, Pledges and local Network Proposals to complete Authentication actions (Trust Tasks).

7.6.6 Backer

Backer is a paid Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status is available on invitation from the Network Operator (via the Pledge Pioneers Programme), confirmed by a Network Service Agreement following registration as a Network Service Provider and extended through a Financier Registration Letter.

This profile status enables a Member to promote/ recommend and supply Pledge Finance in exchange for preferential rights or fees on Network products and services in a specific impact territory, agreed via a Network Service Provider registration and Template Development activity.

7.6.7 Broker

Broker is a paid Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status is available on invitation from the Data Trust, and confirmed by a Network Service Agreement following registration as a Network Service Provider.

This profile status enables a Member to supply Network Support Services to Pilots, Pledges and local Network Proposals to facilitate issuance and transfer of Pledges and Claims in the Network.

7.6.8 Buyer

Buyer is a free Member status optionally available to all Members and Contributors registered with the Network according to requirements set by the Network Trust Policy.

This profile status is earned by purchasing a minimum Token value per annum towards Pilots, Pledges and Network Proposals.

This profile status signals to the Public and Suppliers that the Member is active in impact investment in the Network and Test Marketplace, though disclosure about the level of investment can be private

7.6.9 Independent

Independent is a paid Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status is available on application to the Data Trust (and Network Overseer if required), and confirmed by an Independent Appointment Letter.

Nominated third parties, including the Data Trust or Toha Science may pay the fees to maintain this Member status.

This profile status enables a Member to register as a Network Service Provider in a specific geographic area to research, observe and report on Network Support Services to Pilots, Pledges and local Network Proposals, supported by token-funded grants (if possible and available) to the benefit of a specific group of Members or in a specific impact territory to ensure trust, accountability, safety and fairness for frontline communities.

7.6.10 Verifier

Verifier is a paid Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status is available on invitation from the Data Trust, and confirmed by a Network Service Agreement following registration as a Network Service Provider.

This profile status enables a Member to supply Network Support Services to Pilots, Pledges and local Network Proposals to facilitate data Verification actions (Trust Tasks) for Pledges and Claims in the Network.

7.6.11 Certifier

Certifier is a paid Member status only available to Members registered with the Network according to requirements set by the Network Trust Policy.

This profile status is available on invitation from the Data Trust, and confirmed by a Network Service Agreement following registration as a Network Service Provider.

This profile status enables a Member to manage Certification status of Templates (and any derivative Pledges or Claims) on the public Template registry.

7.7 TIME participation

To participate in TIME exchange with the Network (the default valuation of time in climate action and work in service to nature), a User must agree to a minimum level of public profile disclosure to facilitate reporting of Trusted Relationships and Trust Issues to the Network Operator as per the Network Trust Policy.

Members of the Public must be able to view a User’s profile in real name and place, endorse the User with a trusted relationship and report a Trust Issue to the Network Operator.

7.8 Minimum Rights stewarded by the Network

7.8.1 Data Sovereignty

To enable trusted data sharing across all Members, we commit to the principles of data sovereignty, including and specifically an ongoing commitment to Indigenous data sovereignty.

In the design of the Toha system, Data Sovereignty for All is the minimum commitment between Toha and Members. For example, a Contributor taking climate action or doing work in service to nature must be able to own or nominate ownership and/or governance of the Data generated by and about their action.

Data sovereignty in the Network and Marketplace is also the minimum operating requirement of the DPI Pilot.

The Network Trust Policy outlines specific Member commitments to continuous improvement of technical infrastructure through independent advisory to the Platform roadmap and oversight by the Data Trust for the delivery of Platform services to minimum standards for the Network by the Marketplace Operator. Read more here.

7.8.2 Universal Human Rights

Members agree to respect human rights as expressed in the Universal Declaration of Human Rights, International Bill of Rights, ILO’s Declaration on the Fundamental Principles and Rights at Work, and UN Guiding Principles on Business & Human Rights.

Due to the negative impacts of environmental degradation on many human rights, Members shall also strive to act consistently with the targets and aspirations in the Paris Agreement on Climate Change, the Kunming-Montreal Global Biodiversity Framework, and the UN Sustainable Development Goals.

In line with these international commitments, Members shall actively seek to prevent, mitigate and cease contributing to negative human rights and environmental impacts in their operations and value chains. If such impacts do occur, Members shall seek to remediate them.

Members will also strengthen their due diligence process over time to identify and publicly disclose negative impacts on human rights and planetary boundaries, and to track and communicate progress on addressing and remediating these impacts. The Data Trust will oversee this work as the Network’s highest governing body.

The Network Trust Policy outlines the process Members shall follow when accordance with the above commitments is disputed.

7.8.3 Rights of Indigenous Peoples

Members agree to observe and uphold the Rights of Indigenous Peoples, including as expressed in the United Nations Declaration on the Rights of Indigenous Peoples.

The Network Trust Policy outlines how the Network implements recognition and legal protection of Indigenous sovereignty, traditional knowledge, and stewardship over lands and resources.

The Network consults widely on the development of frameworks ensuring Indigenous leadership and participation in environmental market design and governance, environmental decision making and conservation efforts.

The Network Trust Policy outlines Member commitment to continuous improvement of technical infrastructure through the Platform roadmap including oversight by the Data Trust and other independent advisory over the delivery of Platform services to minimum standards for the Network.

7.8.4 Rights of local communities

Members agree to respect and uphold the Rights of Local Communities, recognising their vital role as stewards of ecosystems and as efficient regulators of trust within the Network and Test Marketplace. The Network is committed to empowering local communities through active engagement, equitable benefit-sharing, and fair access to opportunities, ensuring they are central to shaping environmental markets and driving impactful outcomes.

The Network Trust Policy establishes the roadmap of Network products and services to help protect food production, local livelihoods, cultures, and resources while enabling communities to play a leadership role in distributed Verification processes. By leveraging local knowledge, proximity to the land, and relationship-based trust, local communities enhance credibility and accountability for Buyers while maintaining low transaction costs that benefit all Members.

Members commit to supporting innovations that strengthen local level trust through direct, relationship-driven connections across the Test Marketplace, enabling communities to efficiently validate activities, reinforce transparency, and hold actors accountable. Independent advisory oversight, Network Disputes Resolution processes, and continuous public dialogue ensure that the Toha system can evolve to maximise the contributions of local communities, towards a fair and regenerative future where trust is both a strategy and a shared value.

7.8.5 Rights of nature

Members and the Network aspire to pioneer innovative ways of integrating Rights of Nature into actionable solutions that can be directly funded and financed.

Members agree to respect and uphold the emerging concept of Rights of Nature, recognising ecosystems and natural entities as rights-bearing subjects with inherent value. Members acknowledge the evolving nature of this principle and commit to learning from diverse perspectives, including Indigenous knowledge systems, a global network of Indigenous leadership, legal case studies, scientific insights, and local best practices.

The Network Trust Policy outlines the initial steps taken to incorporate and operationalise Rights of Nature into the Network and Test Marketplace. These include promoting and roadmapping legal innovation in Pilots, such as testing how to operationalise data governance for ‘Mother Earth’ owned Pledges and Claims, through the granting of legal personhood or inclusion where personhood is already established.

The Network is on a collaborative journey to develop and refine frameworks that embed Rights of Nature into market design, governance, Digital Public Infrastructure and decision-making processes. This journey emphasises listening, consultation, and adaptation, ensuring the inclusion of diverse voices and lived experiences in shaping the approach.

8 Payments

8.1 General payment terms

To make purchases through the Network or Test Marketplace, Users must deposit sufficient funds to complete the purchases, as directed by us and required for each transaction. Each transaction will be governed by the terms of the relevant Agreement to which Users will agree, in addition to these Terms.

All payments are non-refundable, except for guarantees specifically identified as such in relevant Agreements and in accordance with these Terms.

We (and/or third party payment providers) may demand, receive and manage advancements, deposits and payments on behalf of Claim Buyers and Claim Sellers and other Users, and distribute funds according to the terms of each Agreement. We may receive fees in respect of each transaction as specified in each Agreement.

Users are solely responsible for the payment of any taxes (including GST) or other levies that may apply to the purchases, sales, Transfers and other transactions through the Network and Test Marketplace.

Different forms of payment, pricing and other conditions may be acceptable and will be included in the relevant Agreements, in accordance with these Terms.

8.2 Trust account

The Network Operator maintains a separate trust bank account to hold all Users’ funds pending the settlement of transactions or payment of applicable fees and charges, either to us or to third parties. All amounts deposited in that separate bank account are held on bare trust for Users, so that each User has the right to a proportion of the bank account balance equal to the amounts advanced, deposited or due to be paid in connection with transactions in the Network and Test Marketplace.

Funds may be held on trust for Users other than those who deposited the funds. For example, in relation to a Claim sale, Advance Deposit received from a Claim Buyer are held on trust for the Claim Issuer in anticipation of their inclusion in Claim Revenue upon completion of the Claim.

The funds will be kept separate from the funds used to operate the Network. This means that your funds are protected from claims by our general creditors. We cannot use the funds for ourselves or others, except as agreed in these Terms.

You permit us to debit the corresponding amount you have deposited and to take any necessary steps to fulfil your payment obligations for those transactions. Once the funds are transferred to the appropriate party, they are no longer held on bare trust for you.

You also authorise us to deduct any amounts that may become due and payable by you to Toha from time to time under these Terms or the relevant Agreements from the amounts in the trust bank account. You agree that you have no right to any interest earned on amounts deposited in this trust bank account.

No charges other than applicable fees and taxes will be applied to trust bank account balances, unless clearly stated in these Terms or under conditions of other Agreements entered in connection with the Network and Test Marketplace

If we cannot determine the source of the funds deposited, we may return them to where they came from, following the usual bank processing time and after taking off any relevant transaction fees or costs.

8.3 AML checks and cost recovery

To comply with Toha’s obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, you authorise Toha, or third parties we may use, to take necessary steps to validate and authenticate your Account opening information, and any other information you provide to us, including identity information before certain payments can be made to or by Toha. The costs of any such checks will be borne by the party subject to them.

If not satisfied with the outcome of such checks, we may suspend or close your Account immediately, refuse to let you create such an Account or take any other action necessary to follow any applicable legislation, regulation or if required by one of our regulatory bodies. If we do so, we may not give you reasons (as we may be restricted by law from doing so).

9 Important disclaimers

The Network and Test Marketplace are provided on an “as is” and “as available” basis, without any warranties or conditions of any kind, either express or implied. Toha makes no warranty that the Network and Test Marketplace will meet your requirements, will be available on an uninterrupted and error free basis, or will be accurate, reliable, or complete. You acknowledge and accept that the Network and Test Marketplace may be temporarily unavailable from time to time for maintenance and upgrade purposes.

Your access to and use of the Network and Test Marketplace is entirely at your own risk. Other than in respect of the rights and remedies that may be available to consumers under the Consumer Guarantees Act 1993, to the maximum extent permitted by law, Toha is not responsible or liable for any Loss incurred or suffered by you or any other person, arising out of or connection with, your access to, or use of, the Network and Test Marketplace or anything available through the Network or Test Marketplace. Notwithstanding the above, in no event will our liability to you whether in contract, tort or otherwise exceed NZD$100, or exceed the amount of fees earned by the Test Marketplace, Network Operator or the Data Trust due to the relevant transaction.

While Toha takes reasonable measures to protect the security of the Network and Test Marketplace, we cannot guarantee that the Test Marketplace will be free from viruses, spyware or other Harmful Code, and we will not be liable to the User for any data loss or other corrupted files resulting from a security incident impacting the Marketplace.

Toha does not endorse or provide any advice or recommendations regarding Claims, Pledges, Data or Intellectual Property Rights. The User is solely responsible for determining the nature, potential value, suitability and appropriateness of any Claims, Pledges, Data or Intellectual Property Rights before making a sale, purchase or Transfer.

The Network may contain links to third party websites which are outside of our control. We take no responsibility for the content, validity, accuracy or use of any other website and any access to a third party website or link is done so at the User’s own risk.

10 Data and Intellectual Property Rights

This section governs the collection, access, use and reuse of Data and Intellectual Property Rights in the Network and the Test Marketplace.

This section includes the rules for:

1. ownership of Data and Intellectual Property Rights in the Network and the Marketplace;

2. collection and contribution of Data and Intellectual Property Rights to the Data Trust and Toha; and

3. licensing terms for all Data and Intellectual Property Rights in the context of the Network and the Test Marketplace.

The Network is a system designed for management and re-use of Data to the benefit of Contributors. We do not intend to take ownership of Data on the Network. All Data on the Network will be managed and used within the powers and authority granted by Contributors.

Any and all licences and rights held by the Data Trust and by Toha will only be used to the benefit of the Network and Users, and pursuant to guidance received, in the terms of relevant Licensing Agreements, Claim Agreements and Pledge Agreements.

10.1 Data and Intellectual Property ownership

In accordance with the licensing rules in this section 11:

1. Contributors are and will remain the owners of the various Data and Intellectual Property Rights that they have created or supplied;

2. the Data Trust is and will remain the licensee of various Data and Intellectual Property Rights created or supplied by Contributors under Licensing Agreements;

3. Toha is and will remain the owner or licensee of Template IP, Pledge IP, Pledge Finance IP and Claim IP;

4. the Claim Owner does not own the Data in a Claim, or have rights to use the Data in a Claim, except in accordance with the Claim Description and the Rights of Use in each Claim Agreement; and

5. the Claim Owner does not own Pledge IP nor have rights to use Pledge IP, except as provided under a specific Licence Agreement with us, at our discretion and subject to all restrictions arising from the use or re-use of Pledge IP in existing Claims.

10.2 Background IP

Contributors retain their ownership rights in and to their respective Background IP.

10.3 Toha Account Intellectual Property Rights

We (and/or our suppliers and licensors) own all Intellectual Property Rights in and underlying all Accounts, including in and to the software and other materials used for the operation of the Network and Accounts.

Toha grants registered Account holders a limited, revocable, non-exclusive, non-transferable, “as is” with no warranties and excluding all warranties implied at law to the fullest extent possible, licence to access and use the Test Marketplace operated by Toha for commercial use, subject to these Terms.

10.4 Reporting Data

The reporting of Data is used to account for and reward the activities and outcomes achieved in association with Pledges, and from completing Claims.

10.4.1 Authenticated Data

Authenticated Data is Measurement Data for which proof confirming its provenance (origin and history) has been uploaded to the Network by an Authenticator.

When applicable, the Authentication of Data may be undertaken as a condition for acceptance of Data into the Network.

Authentication may be performed by entities designated under Claim Agreements or under Pledge Agreements, including a Broker on a User's behalf, to be designated by the User via Broker Appointment Letters filed with us.

For contribution of Authentication work into the Network, Brokers and Pledge Contractors may register an Account with the Network and enter into Pledge Data Agreements as Contributors. Pledge Data Agreements will be linked to Pledges on which Authentication may be required.

10.4.2 Verified Data

Verified Data may be traced to a specific time/place/person (authenticated), collected for specific reasons (contextualised), understood in the context of existing knowledge (supported) and collected and recorded in a standardised way (comparable).

Data in the Network will in most cases be verifiable. Toha and/or their subsidiaries and associated entities may, at any time, examine (or contract a third party to examine) Data on the Network to determine if it is verifiable. Template Developers determine the level of verification required for use of the Template.

Data will be considered unverifiable if:

1. Authentication evidence is found to be missing, inaccurate, insufficient, or falsified;

2. Data was in any other way not collected according to the requirements of the Pledge, Pledge Template or applicable measurement framework;

3. Data is found to be false or otherwise altered from original measurements; or

4. any other circumstance leads to doubts regarding the comparability, contextualisation, support, or authenticity of Data that cannot be resolved upon further investigation of full datasets.

If Toha finds that Data is not verifiable, and this cannot be resolved after further investigation (e.g. provision of missing authentication evidence), the Data may be rejected from the Network and the Marketplace. Contributors may request to provide corrected or previously missing Data. At Toha’s and the Data Trust's sole discretion, the terms for provision of remediated Data will be decided at the time such a request is made.

Entities designated under Claim Agreements or under Pledge Agreements may perform verification.

10.4.3 Our right to refuse Data

The Data Trust and Toha are not obligated to accept or use any Data supplied by any Contributor or other third party. The Data Trust and Toha retain absolute discretion as to what Data is accepted and used within the Network and the Test Marketplace.

The Network Trust Policy is where ongoing guidance is published about Network data standards and any other conditions impacting contributions of Data to the Network.

10.5 Licensing Agreements

Licensing Agreements regulate the acquisition and contribution of Data by Contributors to the Data Trust and to Toha, and provide licensing terms and conditions for Intellectual Property Rights, in addition to these Terms.

• Claims require the contribution of Data to the Data Trust or Toha in the context of Claim Templates and through association with Pledges. All Data and Intellectual Property Rights are provided pursuant to appropriate Licensing Agreements. Claim Templates and Intellectual Property Rights created pursuant to them will be licensed to Toha under Template Licensing Agreements.

• Pledges govern a project, activities and Milestones in the context of Pledge Templates. They enable collection of Data to demonstrate the outcomes and results covered in Claims. Pledge Templates and Intellectual Property Rights created pursuant to them will be licensed to Toha under Template Licensing Agreements.

All Data and Intellectual Property Rights provided to and stored in the Network will be subject to the terms of a Licensing Agreement with Toha, entered into by a Contributor – which may be a Pledge Holder, a Broker, a Template Developer, or other party.

Pursuant to a Licensing Agreement, the Contributor agrees to provide the Data Trust (or Toha) with Data and/or license Intellectual Property Rights to the Data Trust (or Toha).

In some cases, a Licensing Agreement may be entered due to other Agreements, such as a Claim Agreement or Pledge Agreement. In other cases, a Licensing Agreement with Toha may be entered into by a party (Contributor) independent of any other Agreement, including by Template Developers to govern their contribution of Data and Intellectual Property Rights into the Network.

No person will have the right to use Data and/or Intellectual Property Rights, except as authorised by the respective Contributor(s) in the terms of a Claim Agreement, Pledge Agreement, Pledge Finance Agreement or Licensing Agreement (observing each Licensing Agreement's Permitted Purposes). Forms for each type of Agreement will be available in the Network or the Test Marketplace.

Any Licensing Agreement will be supplemented by these Terms and will include its respective variable provisions. In case of any conflict between a Licensing Agreement and these Terms, the Licensing Agreement will prevail.

10.5.1 Pledge Data Agreements

A Pledge Data Agreement governs contribution and storage of Data and licensing of Data and Intellectual Property Rights for completion of Pledge Agreements and/or Claim Agreements, pursuant to their terms. A Pledge Data Agreement is between a Contributor and the Data Trust.

Any and all payment provisions associated with contributions made pursuant to a Pledge Data Agreement will be provided for and result from the respective Pledge Agreements and/or Claim Agreements with which the Pledge Data Agreement is associated.

10.5.1.1 Pledge Data Agreement licensing terms

Each Contributor under a Pledge Data Agreement, subject to receiving payment or other consideration provided for in a linked Pledge Agreement and/or Claim Agreement, grants the Data Trust an exclusive, sublicensable, assignable, worldwide right and licence to use Data and Intellectual Property Rights provided and/or licensed under a Pledge Data Agreement:

1. with the Contributor’s consent obtained in a Pledge Agreement and/or in a Claim Agreement, for purposes of monetisation in the form of Claims, or for other purposes (including but not limited to the "Permitted Purposes" provided in this section and each Pledge Data Agreement), in every case as specified by the Contributor;

2. to administer and manage the Network; and

3. for the Data Trust Purpose.

10.5.1.2 Permitted Purposes in Pledge Data Agreements

In accordance with this section and the "Permitted Purposes" provided in each Pledge Data Agreement, the Data Trust is entitled to delete, amend, manipulate, adapt, copy, store, distribute and/or use, doing anything that would otherwise infringe copyright or other Intellectual Property Rights or breach an obligation of confidence, the Data and Intellectual Property Rights supplied under Pledge Data Agreements free of restriction or interference.

10.5.1.3 Duration of term of licence of Pledge Data Agreement

The term of licence of Data and Intellectual Property Rights under a Pledge Data Agreement is provided in each Pledge Data Agreement, provided that the term must be the same as the term of the linked Pledge Agreement and/or Claim Agreement, whichever is latest. After this term, access to Data will be revoked.

10.5.2 Data Supplier Agreements

A Data Supplier Agreement governs contribution and storage of Data, and licensing of Data and Intellectual Property Rights, where those are created independently of any specific Pledge Agreement or Claim Agreement. For example, a Data Supplier Agreement would be appropriate for the contribution of a weather data set that could be used as an input into many Pledges and Claims. A Data Supplier Agreement is between a Contributor and the Data Trust.

Payment provisions associated with these contributions will be included in each Data Supplier Agreement and will vary from case to case.

10.5.2.1 Data Supplier Agreement licensing terms

Each Contributor under a Data Supplier Agreement, subject to receiving payment or other consideration provided for in each respective Data Supplier Agreement, grants the Data Trust a non-exclusive, sublicensable, assignable, worldwide right and licence to use the Data and Intellectual Property Rights provided and/or licensed under a Data Supplier Agreement:

1. for purposes of access and use within the Network (including but not limited to the “Permitted Purposes” provided in this section), subject to further conditions and limitations provided for in each respective Data Supplier Agreement;

2. to administer and manage the Network; and

3. for the Data Trust Purpose, subject to further conditions and limitations provided for in each respective Data Supplier Agreement.

10.5.2.2 Permitted Purposes in Data Supplier Agreements

In accordance with this section and the "Permitted Purposes" provided in each Data Supplier Agreement, the Data Trust is entitled to delete, amend, manipulate, adapt, copy, store, distribute and/or use, doing anything that would otherwise infringe copyright or other Intellectual Property Rights or breach an obligation of confidence, the Data and Intellectual Property Rights supplied under Data Supplier Agreements free of restriction or interference.

10.5.2.3 Duration of term of licence of Data Supplier Agreement

The term of licence of Data and Intellectual Property Rights within a Data Supplier Agreement is included in each Data Supplier Agreement, provided that any previously authorised use or licence of Data and Intellectual Property Rights to comply with Agreements in the Network (including but not limited to Pledges and Claims) will be allowed to continue for the term of duration applicable to those uses.

10.5.3 Template Licensing Agreements

A Template Licensing Agreement governs contribution and storage of Data and licensing of Data and Intellectual Property Rights in the form of Claim Templates, Pledge Templates and Pledge Finance Templates that allow the creation of Claims, Pledges and Pledge Finance at the Marketplace. A Template Licensing Agreement is between a Contributor and Toha, observing rules and features for Pledge Templates and Claim Templates approved by Toha for the Marketplace from time to time.

Payment provisions associated with these contributions will be in the form of template fees and royalties associated with the use of each Template in the creation and processing of Claim Agreements, Pledge Agreements and Pledge Finance Agreements to which Templates will be linked. Payment provisions will be included in each Template Licensing Agreement and may vary from one case to another.

10.5.3.1 Template Licensing Agreement licensing terms

Each Contributor under a Template Licensing Agreement, subject to receiving payment or other consideration provided for in each respective Template Licensing Agreement, grants Toha a non-exclusive, sublicensable, assignable, worldwide right and licence to use the Data and Intellectual Property Rights provided and/or licensed under a Template Licensing Agreement:

1. for purposes of access and use within the Marketplace, subject to further conditions and limitations provided for in each respective Template Licensing Agreement;

2. to administer and manage the Marketplace, subject to further conditions and limitations provided for in each respective Template Licensing Agreement; and

3. for the "Permitted Purposes" provided in this section and each Template Licensing Agreement.

10.5.3.2 Permitted Purposes in Template Licensing Agreements

In accordance with this section and the "Permitted Purposes" provided in each Template Licensing Agreement, Toha is entitled to delete, amend, manipulate, adapt, copy, store, distribute and/or use, doing anything that would otherwise infringe copyright or other Intellectual Property Rights or breaching an obligation of confidence, the Data and Intellectual Property Rights supplied under Template Licensing Agreements free of restriction or interference.

10.5.3.3 Duration of term of licence of Template Licensing Agreement

The term of licence of Data and Intellectual Property Rights within a Template Licensing Agreement is included in each Template Licensing Agreement, provided that any Pledge Agreements, Pledge Finance Agreements and/or Claim Agreements previously linked to a Template supplied under a Template Licensing Agreement will be allowed to continue for their respective term of duration.

10.6 Licensing terms for Claim Agreements

10.6.1 Assignment of Claim IP to Toha

Subject to any retained rights in Data and Background IP, and to the extent they own any, Claim Issuers assign their rights in and to any Data and any Claim IP to Toha, in the terms provided in the General assignment of Pledge IP and Claim IP to Toha sub-section of these Terms, at clause 11.7.

10.6.2 Grant of licences by Toha to Claim Owner

Subject to the terms of a Claim Agreement (including payments), Toha grants to the Claim Owner an exclusive, sub-licensable, assignable right and licence to use the Data supplied under a Claim Agreement in the Data Territory (as defined in the Claim Agreement) during the Data Term ("Data Licence") and the Claim IP supplied under a Claim Agreement in the IP Territory (as defined in the Claim Agreement) during the IP Term ("IP Licence") to allow the Claim Owner to use that Data and Claim IP in accordance with the Claim Description and the Rights of Use.

10.6.3 Claim Owner’s Rights of Use

Subject to the Claim Description and Rights of Use provided in each Claim Agreement, the Claim Owner may amend, manipulate, adapt, copy, store, distribute and/or use, or do anything that would otherwise infringe copyright or other Intellectual Property Rights, or breach an obligation of confidence in or relating to the Data and Claim IP licensed under a Claim Agreement free of restriction or interference.

10.6.4 Restrictions on use by Toha

Neither Toha nor the Data Trust will use or commercialise the Data and Claim IP or any amendment, manipulation, adaptation or other derived product for a purpose the same as the Claim Description or any improvement to the Claim Description, similar purposes, or competing purposes without the Claim Owner’s prior written consent.

10.6.5 Duration of licences in Claim Agreement

The term of the Data Licence (the Data Term) within a Claim begins:

1. on the date that the Claim Agreement is executed; and/or

2. where a Claim is not Complete, as rights in or to Data arise,

and ends:

1. on the date the Claim Agreement expires; or

2. when the Claim Agreement terminates for any reason.

The term of the IP Licence (the IP Term) within a Claim begins:

1. on the date that the Claim Agreement is executed; and/or

2. where a Claim is not Complete, as rights in or to Data or Claim IP arise,

and ends when the Claim Agreement terminates for any reason.

10.6.6 End of licences and new grant upon sale of Claim

Toha grants the Data Licence and the IP Licence to the Claim Owner only while the Claim Owner is the party set out in the details of the Claim Agreement.

Accordingly, on and from the sale of a Claim (including a Claim Transfer), with the novation of the Claim Agreement (and upon payment of the Advance Deposit where one is demanded):

1. the grant of the Data Licence and the IP Licence to the novator Claim Owner (Claim Seller, Claim Transferor) ends;

2. the Data Licence and the IP Licence are granted only to the novatee Claim Owner (Claim Buyer, Claim Transferee).

10.6.7 Removal of licensed material in Claims upon sale or transfer

Upon the transfer of the Claim to another party, the Claim Seller / Claim Transfer (including any licensees) may no longer use any Claim IP or linked Data that it does not own, and will promptly remove and/or destroy all Claim IP and linked Data that it does not own and that is in its possession or under its control.

10.7 General assignment of Pledge IP and Claim IP to Toha

Subject to any retained rights in Data and Background IP, and excluding any Data or rights owned by Contributors under Pledge Data Agreements, Pledge Finance Agreements, Data Supplier Agreements or Template Licensing Agreements, to the extent any User owns or has any right, title or interest in or to any Pledge IP, Pledge Finance IP and Claim IP, each User to the fullest extent permitted by law hereby assigns such Data and all right, title or interest in or to any Pledge IP, Pledge Finance IP and Claim IP to Toha, including by way of present assignment of future copyright (in which case the assignment is effective at the time that such future copyright comes into existence).

Subject to any retained rights in Data and Background IP, and the above excluded Licensing Agreements, Users will, at the request of the Data Trust or at the request of Toha, promptly do all such acts and execute such documents as may be necessary to assign all Pledge IP, Pledge Finance IP and Claim IP in Toha exclusively, including procuring all such acts and execution of all such documents by any person with right, title or interest in or to these things.

10.8 Moral Rights in Pledges and Claims

To the extent that a User has any Moral Rights in any work that User has created, developed or contributed to the creation or development of (including in any work to be commenced), including in Data, Pledge IP, Pledge Finance IP and/or Claim IP, the User hereby, irrevocably and to the fullest extent permitted at law;

1. waives and agrees not to assert any of those Moral Rights; and

2. consents to all possible uses of work that the User has created or contributed to the creation of Moral Rights.

10.9 Pledge IP and Licence Agreements to be entered by Toha

Upon the request of Contributors, (including, without limitation, Pledge Holders and Pledge Owners) Toha may enter at their exclusive discretion into Licence Agreements to specify the terms on which Contributors (including, without limitation, Pledge Holders and Pledge Owners) can use Intellectual Property Rights and Pledge IP to which their respective Licensing Agreements are linked including for what purpose, the term, field of activity, geographic area of use, and any charges that may apply, subject to any restrictions arising from Claims that may be linked to such Intellectual Property Rights and/or Pledge IP.

10.10 Removing and Protecting Data and Intellectual Property Rights

10.10.1 Removing Data and Pledge IP from Claims

All parties to a Claim acknowledge that:

1. certain Data or Pledge IP may be removed from the Network in certain circumstances set out in the agreement; however, access to Data or Pledge IP may not be removed from Claims already accessing the Data or Pledge IP;

2. in the event of a Pledge Owner exiting a Pledge, the Pledge Owner may remove any of its Personally Identifiable Information from the Claim IP and Pledge IP, provided that information records will be kept to allow for audits and traces pursuant to Applicable Laws and regulations; and

3. the Data Trust and Toha will manage all requests for removal of Data or Intellectual Property Rights. All decisions will be at their sole discretion, provided that information records may always be kept for audits and traces pursuant to Applicable Laws and regulations.

10.10.2 Removing Data and Intellectual Property Rights from the Network

Certain Data and Intellectual Property Rights may be removed from the Network in the following circumstances, as previously agreed by Toha:

1. On a Pledge, the Pledge Holder, or a majority of Pledge Owners by percentage, may request for Data or Pledge IP (in part or full) to be removed once a Pledge has been closed. A Pledge can only be closed under the following conditions:

   1. a majority of Pledge Owners have mutually agreed to its closure; and

   2. no active Claims are reusing the Pledge IP or Data;

2. On a Licensing Agreement, the Contributor may request that Data or Intellectual Property Rights to be removed (in part or full), provided that:

   1. all interested parties (as determined by Toha) have mutually agreed to its closure; and

   2. no active Claims are reusing such Data or Intellectual Property Rights; or

3. The Data Trust or Toha identifies Data or Intellectual Property Rights as fraudulent.

On a Pledge, when Toha agrees to the removal of Data or Pledge IP, Toha as relevant will assign and/or license (as applicable) that Data or Pledge IP to the Pledge Owners jointly and each Pledge Owner will thereafter be free to use such Data or Pledge IP without limit in time to the fullest extent permitted at law, independently and without accounting to any other person.

Toha will manage all requests for removal of Data or Intellectual Property Rights and all decisions to remove Data or Intellectual Property Rights will be at our sole discretion, provided that information records may always be kept for audits and traces pursuant to applicable laws and regulations.

10.10.3 Data security

Each party will ensure at all times that their technology and systems used to generate and store Claim IP, Pledge IP and Data, and the transmission system used to transmit Claim IP, Pledge IP, Data or other Intellectual Property Rights to the other party:

1. has adequate security measures to protect the Claim IP, Pledge IP, Pledge Finance IP, Data or other Intellectual Property Rights from any unauthorised access; and

2. is kept secure at all times, and is protected from corruption, interference or loss, in accordance with Good Industry Practice.

Each party must ensure that it does not itself introduce or permit any third party to introduce any Harmful Code into the Claim IP, Pledge IP, Pledge Finance IP, Data or other Intellectual Property Rights to be provided to any other party.

10.10.4 Protections against potential violations

Each Contributor or any party will promptly notify Toha in writing if that Contributor or party becomes aware of:

1. any infringement or suspected infringement, misappropriation, violation or misuse of Claim IP, Pledge IP, Pledge Finance IP or other Data or Intellectual Property Rights; or

2. any allegation or suspicion that Claim IP, Pledge IP, Pledge Finance IP, Data or Intellectual Property Rights infringe third party rights.

Toha has the right (but not an obligation) to determine what action to take in relation to any matter referred to above, which may include ceasing certain conduct, seeking appropriate licences from third parties where applicable, or defending or taking legal action.

Toha has the right (but not an obligation) to control and conduct such action, defence or settlement of such claims, if these involve Claim IP, Pledge IP, Pledge Finance IP or Intellectual Property Rights held with Toha (including those linked to Pledge Templates or Claim Templates).

The Contributor or other party will fully cooperate with Toha in relation to any action, claim or proceeding, including providing Toha with any documents or information reasonably requested by Toha that may be relevant.

10.10.5 Rights to defend proceedings and cooperation

Parties may own rights in or to Intellectual Property Rights and/or Data that include the first right to institute or defend any proceedings concerning the Infringement.

Each party will have the right to participate and be represented in any such action, suit or proceeding by its own counsel, at its own expense.

Users will reasonably cooperate in any action, suit or proceeding that Toha may undertake or otherwise become a party to (including executing, filing and delivering all documents and evidence reasonably requested by the other party) and to enable such action, suit or proceeding to proceed as required by law. All out-of-pocket expenses reasonably incurred in connection with the conduct of such action, suit or proceeding will be reimbursed by the parties that benefit from the action.

All damages or other compensation of any kind arising or recovered in any action, suit or proceeding undertaken or from any settlement or compromise of any such action, suit or proceeding, will be for the benefit of the party taking the action.

10.10.6 Disestablishment of the Network

In the event of the Network and the Data Trust being disestablished, the Data Trust and Toha will initiate a process to transfer:

1. in the context of Claims: any Claim IP to Claim Owners;

2. in the context of Pledges: Pledge IP to Pledge Owners jointly; and

3. in other contexts: as practicable, any other Data and Intellectual Property Rights to their sources, creators and developers.

10.11 Privacy and Personal Data

Personal Data or Personally Identifiable Information means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, an address, or an online identifier. We also include in this definition personally useful information such as credentials, relationships and history acquired through the use of the Marketplace.

10.11.1 Terms specific to Personal Data

Because of the sensitive nature of Personal Data, by agreeing to these Terms, Users agree to the following additional terms:

1. all parties to a Pledge Agreement, a Licensing Agreement and Claim Agreement agree to comply with Applicable Laws relating to the provision of Data to the other and to the collection and use of the Data, including compliance with Privacy Laws to the extent Data shared includes Personally Identifiable Information;

2. Contributors of Data will:

   1. ensure they have the necessary approvals and consents required to disclose and share Data to the Data Trust and Toha and to allow the Data Trust and Toha to use the Data in accordance with the Licensing Agreement, including the disclosure of any Personally Identifiable Information that may be supplied in accordance with that Agreement, and these Terms;

   2. only use or disclose Personally Identifiable Information collected or held in connection with any Agreement as required in the course of performing Contributor’s obligations under the Agreement; and

   3. ensure that any of the Contributor’s personnel and employees who are required to deal with Personally Identifiable Information for the purposes of an Agreement are made aware of and comply with the obligations set out herein; and

3. to the extent Data shared includes Personally Identifiable Information, the Data Trust and Toha will only process the Personally Identifiable Information in accordance with the Pledge Agreement, Licensing Agreement or Claim Agreement, unless otherwise required by the Applicable Law.

10.11.2 Withdrawal of Personal Data

A Contributor has the right to request the Data Trust and Toha that their Personal Data be permanently unlinked from Data they have contributed, and from any connected Data (including de-identification from Pledge IP when exiting the Marketplace and Network), provided that information records may always be kept for auditing and tracing as well as in accordance with these Terms and the Applicable Law.

11 Claim terms and conditions

11.1 Nature of a Claim

A Claim is a contract creating a bundle of rights in the Marketplace, built on a Claim Template and derived from the reuse of Data and Pledge IP from a Pledge.

Under a Claim, the Claim Issuer undertakes to deliver information to evidence certain outcomes, based on Data and Pledge IP collected through Pledges.

The purpose of a Claim is to:

1. create an asset derived from the reuse of Data and Pledge IP from one or more Pledges; and

2. generate revenue streams based on financial arrangements under which ownership of the Claim may be transferred, acts as security, or has some other benefit.

A Claim is not a company, partnership, joint venture, managed investment scheme, or a financial product.

A Claim does not constitute any party as the agent of another party, or imply that the parties intend to form a partnership, joint venture or other form of association in which any party may be liable for the acts or omissions of another. Except as expressly provided for in a Claim Agreement and in these Terms, no party to the Claim has authority to act for or assume any obligation on behalf of any other party.

The nature of the Claim and the structure of the rights and obligations under a Claim are expected to evolve.

For the purpose of this section, any capitalised terms not defined in these Terms shall have meanings given to them in the Claim Agreement and associated documents.

11.2 Ownership, use and removal of Data and IP associated with a Claim

The parties acknowledge and agree that ownership, use and removal of Data and Intellectual Property Rights associated with a Claim, as well as all corresponding licensing scope and regime, will be governed by these Terms (particularly in the Data and Intellectual Property Rights section of these Terms) in addition to the Claim Details included in each Claim Agreement. In case of conflict between these Terms and the Claim Details, the Claim Details will prevail.

11.3 Claim categories

We permit the creation of Claims for listing and trading on its Marketplace in the following categories:

1. Historic Claims: To authorise access and use of Data and Claim IP included in the Claim Report, where outcomes or actions (as specified in the Claim Description and pursuant to a Claim Template) have already been achieved.

2. In-Progress Claims: To authorise access and use of Data and Claim IP included in the Claim Report, where reporting of outcomes or actions (as specified in the Claim Description and pursuant to a Claim Template) is in progress.

3. Future Claims: To authorise access and use of Data and Claim IP included in the Claim Report, where reporting of outcomes or actions (as specified in the Claim Description and pursuant to a Claim Template) has not yet started.

11.4 Claim Templates

A Claim Template is a framework for Claim delivery recorded with Toha, including a measurement framework that links data collection and measurement to a demonstration of outcomes. It includes a Claim Description, which outlines what the Claims are designed to demonstrate, including any significant caveats or constraints, such as geographic limitations.

The Claim Template on which a Claim is based on may be purchased from existing Claim Templates already made available on the Marketplace, or developed independently, submitted to Toha and registered for listing on the Marketplace.

Claim Templates and their linked Intellectual Property Rights are supplied to the Marketplace through Template Licensing Agreements and the terms of licensing are those included in the Data and Intellectual Property Rights section of these Terms.

Claim Templates are made available in the Network on an “as is” basis and, to the maximum extent permitted by law, all warranties are disclaimed, expressed or implied, including any implied warranties of robustness and fitness for a particular purpose. This provides a benefit for a Template Developer, allowing them to rely on it under Subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

11.4.1 Updating and versioning of Claim Templates

To ensure that Claim Templates remain up-to-date and reflect the best available knowledge, Claim Templates will be regularly updated and versioned in accordance with rules and guidelines published by Toha from time to time. However, Template Developers will minimise changes that do not provide substantive improvements.

Claim Issuers, and Claim Buyers and Claim Sellers (if applicable), must be provided with complete information about updates to Claim Templates. This may be augmented by additional data that may be provided by Contributors under the Pledge Data Agreement, which is not Required Data.

All Claims must clearly indicate which version of a Claim Template they are using and what the most current version of that Claim Template is.

11.4.2 Application of updated Claim Templates to Claims

Updates may be applied to unsold Claims, and to Claims that have already been sold, but are still hold the status of In-Progress Claims or Future Claims.

Claim Templates linked to Future Claims may only be updated with new versions upon agreement of both Claim Buyer and Claim Seller (where applicable).

In cases of urgency, as determined by Toha (acting reasonably), updates to Claim Templates may be summarily applied to Future Claims.

Otherwise, updates to Claim Templates should not affect sold and completed Claims unless exceptional circumstances have arisen.

We reserve the right to cancel all Claims using a Claim Template which has been withdrawn, updated, or which has been otherwise called into question or deemed unfit for purpose.

11.5 Claim issuance

To be issued and listed in the Marketplace, a Claim must be built on a Claim Template.

The Claim Issuer is responsible for completion of the Claim and is the party against whom all rights granted by the Claim are exercised until final maturity or termination of the Claim. The Claim Issuer undertakes to procure all Pledges required to complete the Claim.

Upon issuance of a Claim, the Claim Issuer will become the first Claim Owner.

11.6 Claim ownership

A Claim Owner(s) owns a Claim from time to time. Ownership in relation to a Claim means having the benefit of all rights and interests in the Claim, and the obligation to make payment upon Completion of the Claim, as set out in the Claim Agreement, Claim Details and in these Terms.

Toha will maintain a ledger for the Claim containing details of Claim Owners and each Claim Owner's Interest (Ownership Ledger). The entry of the Claim Owner’s name in the Ownership Ledger as a Claim Owner is prima facie evidence that legal title to that Claim Owner's interest vests in that Claim Owner, who will be entitled to:

1. exercise any right attaching to the Claim Owner's interest (including all rights against the Claim Issuer to complete the Claim as well as rights to vote); and

2. receive notices.

Toha may, but is not required to, enter any notice of a trust, whether express, implied, or constructive, in the Ownership Ledger.

11.7 Claim governance

The Claim Owner retains day-to-day control of the Claims.

The process for making any decisions in connection with Claims may be set by us from time to time (without the need for any consultation with or consent of Claim Owners), through amendment and updates to these Terms, and may include:

1. an electronic voting process;

2. quorum requirements;

3. a negative consent feature (that is, where a Claim Owner does not vote, it may be taken as a vote in favour);

4. ability to appoint a proxy; and

5. rules and processes regarding conflicts of interest.

No vote of Claim Owners will be effective for amending the Claim, other than concerning distribution of any Claim Revenue to which they are entitled.

The parties to a Claim Agreement will at all times during the term of the Claim act honestly and faithfully and with due diligence to fulfil the Claim Description. They will promptly and properly follow all obligations imposed on them and will at all times use their respective reasonable endeavours to cooperate with each other to ensure the success of the Claim.

11.8 Roles of parties in Claims

11.8.1 Pledge Holder's role

A Pledge Holder acting as Claim Issuer is the representative of all Pledge Owners to which the Claim is linked.

The Pledge Holder will, in connection with any Claim linked to its Pledge:

1. have the first right to create a Claim and figure as Claim Issuer, becoming responsible to deliver outcomes as per the Claim Description until final maturity or expiration of the Claim;

2. carry out the Pledge according to its terms to inform and complete a Claim; and

3. meet all costs associated with carrying out the Pledge and support completion of the Claim.

11.8.2 Pledge Owner’s role

Pledge Owners will benefit from all Claim Revenues in accordance with their respective ownership interests recorded in the Ownership Ledger of each Pledge linked to the Claim.

The Pledge Owner(s) will consider and make decisions for their Pledge, concerning the use, monetisation and commercialisation of Pledge IP within the Network, in the form of Claims or otherwise.

11.8.3 Our rights

Toha may at any time:

1. require the Claim Owner to provide any information or documents it considers necessary (including for the purposes of compliance with Applicable Law), and the Claim Owner must provide the same promptly (and Toha may delay taking any step or providing any service until it is satisfied it has what it needs); and

2. charge reasonable fees and expenses, to fulfil its duties in accordance with these Terms, in the form and amounts set and communicated by Toha from time to time.

11.9 Changes to Claim

11.9.1 Changes by the Claim Owner

The Claim Owner may amend the Claim in writing through any means permitted with our prior written consent.

Where a change is material and potentially adverse to Pledge Owners (as determined by us in our reasonable discretion), consent must be obtained via a Majority Vote of the Pledge Owners.

11.9.2 Changes by us

Toha may amend the Claim in writing through any means permitted or prescribed with the prior written consent of:

1. the Claim Owner, where the change is material and potentially adverse to the Claim Owner (as determined by Toha in its discretion); and

2. where the change is material and potentially adverse to Pledge Owners (as determined by Toha in its discretion), consent must be obtained via a Majority Vote of the Pledge Owners.

11.10 Initial sale and purchase of a Claim

For the purpose of the sale of a Claim, the Claim Owner will be a Claim Seller.

By purchasing a Claim, the Claim Buyer is purchasing the right to access and use Data and Intellectual Property Rights that will be included in a Claim Report produced by Toha using Data provided under linked Pledge and Pledge Data Agreements. Such purchases are subject to the terms and conditions specified in the Claim Agreement and in line with the provisions of the Data and Intellectual Property Rights section of these Terms.

The sale of a Claim will be completed with the execution of a Claim Agreement between the Claim Seller, Claim Buyer and us.

The Claim Agreement will specify the required advance deposit amount, which must be paid to us within five (5) Business Days of execution of the Claim Agreement (Advance Deposit). Generally, the advance deposit will be 20% of the estimated Claim Price. This default arrangement may be adjusted as necessary. Time is of the essence; no further notice will be given. We will hold the Advance Deposit funds on trust for the Claim Seller in a separate trust bank account in accordance with Section 9.2, in anticipation of completion of the Claim, when they may be included in the Claim Revenue.

Upon receipt by us of the specified Advance Deposit (if any, as outlined in the Claim Details), the Claim Buyer will become the Claim Owner, holding contractual rights against the Claim Issuer in the conditions of the Claim Details and pursuant to these Terms. We will update the Ownership Ledger accordingly.

If the Claim Buyer does not pay the Advance Deposit by the due date, then they will forfeit all rights associated with the Claim, and the Claim Seller may re-list the Claim in the Marketplace.

A Claim sold through the Marketplace must be linked to at least one Pledge Agreement, which in turn must be linked to at least one Pledge Data Agreement, before completion of the Claim. A Pledge is needed to secure data sharing consensus from parties connected to place.

Where a Future Claim is sold in the Marketplace before it is linked to a Pledge Agreement, the corresponding Pledge Agreement must be executed and linked to the Claim within three months of the initial Claim sale date, unless the Claim Agreement provides for a different due date.

11.11 Term of duration of Claims

The Claim will commence on the date that a Claim Agreement has been executed by all parties, and will remain in effect until it is terminated in accordance with these Terms or the Claim Agreement.

11.12 Claim Transfers

11.12.1 Overview

After the initial sale of a Claim by a Claim Issuer, the Claim Owner may on-sell all or part of its rights, interests and obligations in that Claim to another party by a Claim Transfer transaction in the Marketplace (where permitted and in accordance with corresponding entries in the Ownership Ledger). In this transaction, the Claim Owner (Transferor) transfers its contractual rights in the Claim to another party (Transferee), which will be recorded in the Ownership Ledger.

A Claim Transfer is a distinct type of Claim sale and may carry additional rights and obligations, particularly in relation to the Advance Deposit associated with the Claim and a Claim Issuer Royalty, as set out below.

A Claim Transfer Agreement shall be executed between the Claim Owner (the seller, taking the position of a Claim Transferor), a Claim Transferee (the purchaser) and us. This agreement shall specify two price components that the Transferee must pay to the Transferor:

1. the Claim Transfer Price (which may be on a fixed price or per-unit basis, for example); and

2. the amount of the Advance Deposit (if any) specified in the Claim Details.

Upon completion of each party’s obligations, the Claim Transfer will have the effect of a novation of the Claim, in which the Transferee (the purchaser, who may become the new Claim Owner) takes the place of the Transferor (seller) in relation to all their rights, interests and obligations under the Claim. We will update the Ownership Ledger accordingly.

After a Claim Transfer, the Claim Issuer will remain responsible for executing and delivering the Claim to the new Claim Owner. The new Claim Owner will be liable for payments to the Claim Issuer, us, and any other parties, as specified in the Claim Details.

11.12.2 Claim Issuer Royalty

In a Claim Transfer transaction, a portion of the Claim Transfer Price will be designated as a royalty payable to the Claim Issuer (Claim Issuer Royalty). The default Claim Issuer Royalty is 10% of the Claim Transfer Price unless otherwise specified in the Claim Details.

As an example, for a fixed unit price based Claim sale, the default Claim Issuer Royalty amount would be calculated using the formula: 0.10 x the unit price x [estimated or actual, as appropriate] number of units.

We will calculate the Claim Issuer Royalty amount and deduct it from settlement funds received from the Claim Transferee before distributing net funds payable to the Claim Transferor. We will hold the Claim Issuer Royalty amount on trust for the Claim Issuer in anticipation of completion of the Claim, when Claim Revenue of all types will be distributed to the Claim Issuer (or Pledge Owners as appropriate).

In all cases where a Claim Issuer Royalty applies, the Transferor agrees that the Claim Issuer Royalty will be included as a term of any subsequent Claim Transfer agreement to which it is a party.

This confers a benefit to Claim Issuers on which they may rely, under Subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

11.12.3 Claim Transfer payment terms

Upon execution of the Claim Transfer Agreement, we will issue a detailed invoice to the Claim Transferee, including calculations of applicable fees and taxes. Payment is due within five (5) Business Days of issue of this invoice, unless otherwise agreed. Time is of the essence, and no further notice will be given.

We may, in our discretion, accept an arrangement in which the financial settlement includes a direct payment from the Claim Transferee to the Claim Transferor, provided that such an arrangement adequately satisfies payment of all fees, royalties and applicable taxes.

Upon completion of each party’s obligations, we will update the Ownership Ledger to reflect the substitution of the Claim Transferee in place of the Claim Transferor in relation to:

1. ownership of the Claim in the Ownership Ledger; and

2. the associated Advance Deposit held in the trust bank account on trust for the Claim Issuer (in case of forfeit by the Claim Issuer).

11.12.4 Claim Completion

A Claim will be deemed complete upon our receipt and that of the Data Trust of all information due under the Claim Details (to be provided under the linked Pledge Agreements and Licensing Agreements).

11.13 Claim Report

Upon completion of a Claim, we will produce the Claim Report specified in the Claim Details. Any corresponding payments associated with the completion of a Claim will then be due, in the form described in the Claim Details. We will not release the Claim Report to the Claim Owner until full payment has been received.

11.14 Final payment for Claim Settlement upon Completion

Upon completion of the Claim and Claim Report, we will issue an invoice(s) to the party or parties who are recorded in the Ownership Ledger as the Claim Owner(s) at that point in time. The invoice(s) will detail the final Claim Price, any Advance Deposit, any Claim Issuer Royalty amount, fees and applicable taxes, towards the calculation of the net payment amount payable by the Claim Owner.

The period (in Business Days) within which the Claim Owner must pay the relevant payment amount will be as specified in the Claim Details, with the default period being five (5) Business Days. This period starts when we send the appropriate invoice to the Claim Owner. Time is of the essence, and no further notice will be given.

We may, at our discretion, accept an arrangement in which the financial settlement includes a direct payment from a Claim Owner to a Claim Issuer, provided that such arrangement will adequately cover the payment to the appropriate parties, including payment of all fees, royalties, and applicable taxes.

If Claim Settlement fails to take place when due, the Claim Issuer shall regain its position as the Claim Owner, holding all corresponding rights to the Claim, including the right to re-list and sell the Claim in the Marketplace. The Advance Deposit associated with the Claim will be treated as Claim Revenue.

Revenue generated from the sale of a Claim will be paid (by default) to the Claim Issuer in accordance with these Terms. Where the Claim is linked to one or more Pledges, any revenue from sale of the Claim will be paid to Pledge Owners, according to the Ownership Ledger.

Any fees associated with the sale of Claims within the Marketplace will be deducted from transaction amounts, and taxes may apply.

A Broker on a Claim Owner's behalf may perform any Data Authentication or Verification required by the Claim Owner, be designated via a Broker Appointment Letter notified to us, or by Pledge Contractors to be designated via Pledge Agreements.

11.15 Claim Default and termination

11.15.1 Claim Default

A Claim will be in default in the following circumstances:

1. the Data, as described in the Claim (including any specific outcomes), is not provided within the agreed timeframe and is not provided during any applicable remediation period; or

2. we reasonably determine that the Claim will no longer be viable after giving proper and due consideration to any arguments presented to the contrary and in accordance with the Data Trust's guidelines.

If a Claim Default occurs:

1. we may, at our discretion and pending resolution of the Claim Default (in our reasonable opinion), but within an agreed timeframe for remediation provided for in the Claim Agreement:

   1. where we determine that the Claim Owner is at fault (or partially at fault), withhold any distributions otherwise due to the Claim Owner under the Claim;

   2. where we determine that the Claim Seller is at fault (or partially at fault), withhold any distributions otherwise due to the Claim Seller in relation to the Claim;

   3. terminate or take any other step in relation to an existing Contributor, as well as replace a Contributor with others, in accordance with the Claim and any linked Pledge(s) and Licensing Agreement(s); or

   4. arrange for a new or existing Pledge Holder or a Pledge Contractor to carry out any task or perform any necessary measure or other action for the purposes of any Pledge Agreement; and

2. if we determine that the Claim Default cannot be satisfactorily resolved within an agreed time for remediation as provided for in the Claim Agreement, we may terminate the Claim by written notice to the other parties.

A Claim will also be in default when the Claim Issuer:

1. purports to cancel the Claim Agreement or withdraw from its obligations under it; or

2. fails to execute an associated Pledge Agreement within three months of the Claim sale date, and

in either of these events:

1. the Claim will automatically terminate;

2. the Claim Issuer will forfeit its interest in the associated Advance Deposit held by us;

3. we will distribute the Advance Deposit to the Claim Owner(s) at the time (net of any applicable fees and taxes);

4. the Claim Issuer will remain liable to us for any fees and applicable taxes associated with the listing and sale of the Claim; and

5. we will not permit the Claim Issuer to list or sell the same (or very similar) Claim in the Marketplace (except at our discretion in exceptional circumstances).

11.15.2 Termination for other breach or insolvency

If the Claim Owner, a Pledge Owner, we or the Data Trust (the Defaulting Party):

1. breaches any material obligation under the Claim (other than a Claim Default) and:

   1. the breach is not capable of being remedied; or

   2. the breach is capable of being remedied and the Defaulting Party fails to remedy the breach within ten (10) Business Days after notice in writing has been given to the Defaulting Party requiring such breach to be remedied; or

2. is subject to an Insolvency Event,

then the Terminating Party may give written notice to the Defaulting Party terminating the Defaulting Party’s interest in the Claim.

11.15.3 Terminating Party

Where the Defaulting Party is the Pledge Holder or a Pledge Owner, the Terminating Party may be us.

Where the Defaulting Party is us, the Terminating Party may be the Claim Owner.

11.15.4 Consequences of termination of Defaulting Party

Upon termination of the Defaulting Party’s interest in the Claim, the Defaulting Party will cease to have any rights or obligations under the Claim (except in relation to rights or obligations that have accrued or become due, or provisions which expressly or impliedly survive termination).

11.15.5 Termination of the Claim

We may terminate the Claim by providing written notice to each of the parties involved, effective on a date specified in the notice (which may be immediate), in the following circumstances:

1. upon justified request of a Claim Issuer, a Claim Owner, a Claim Seller or a Claim Buyer, in accordance with the interests of the Marketplace, the Network and their Users; or

2. where we consider that the Claim (or the Pledge linked to the Claim) is no longer viable or able to be actioned for any reason, including but not limited to:

   1. our inability or the Data Trust’s inability to establish or continuously operate the Marketplace or Network; or

   2. a change in the Applicable Law means the Claim is no longer an appropriate or desirable structure to achieve its objectives, potentially resulting in material and adverse consequences for any of the parties involved.

11.15.6 Consequences of termination of Claim

Upon termination of the Claim:

1. the Claim will be deemed terminated and will cease to exist;

2. we and the Data Trust are authorised to take any necessary actions (including signing any relevant documents) on behalf of the Claim Owner and the other parties to the Claim to manage the assets associated with the Claim;

3. Pledge Holders of any Pledge linked to the Claim may request that Pledge IP be removed from the Marketplace and Network;

4. the Claim Owner and each Pledge Holder which Pledge is linked to the Claim must, at our request, deliver up or destroy all documents and other materials (in their possession, power or control), in any medium, which contain or refer to the Confidential Information of any other party, and provide certification of such destruction;

5. we and the Data Trust may retain Confidential Information as necessary for the purposes of operating the Marketplace and Network and complying with their obligations; and

6. each party must pay to each other party any outstanding amounts then due and payable to the other party under the Claim.

11.15.7 Removal of licensed material

Upon termination of the Claim Agreement for any reason, the Claim Owner (including any licensees) will promptly remove and/or destroy all Claim IP and associated Data in its possession or under its control that it does not own.

12 Pledge terms and conditions

A Pledge is a commitment by a Pledge Holder (which may represent Pledge Owners) to perform, (or procure performance of) certain tasks to achieve certain Milestones while contributing Data into the Network, pursuant to a Pledge Template.

For the purpose of this section, any capitalised terms not defined in these Terms shall have meanings given to them in the Pledge Agreement and associated documents.

12.1 Creating a Pledge

Any User may create a Pledge for which they meet the criteria, in the form set out in a Pledge Template available in the Marketplace.

A Pledge must follow the terms of a Pledge Template to ensure that Data is verifiable and create a link to the corresponding Pledge Data Agreement and other Licensing Agreements associated with the Pledge. Data contributed into the Network to follow Pledges must be collected according to the terms of the relevant Pledge Template.

When setting up a Pledge, some additional personal information may be required from Pledge Holders and Pledge Owners with interests in a Pledge, such as:

1. bank account details;

2. verified proof of digital identity;

3. verified proof of residential address; and

4. proof of management rights on the relevant land.

You may only create a Pledge on behalf of an organisation or entity if you are an authorised representative of that organisation.

When creating a Pledge, the Pledge Holder represents and warrants to us that it is entitled to act on behalf of the organisation or entity it represents, and on behalf of Pledge Owners to be identified and listed in the Ownership Ledger maintained by us.

We reserve the right to immediately remove content from a Pledge if it breaches our Terms or supporting policies.

To create valid Pledges, Pledge Holders will enter into Pledge Data Agreements linked to the Pledge. The Pledge Data Agreements will be deemed to form part of the Pledge and a breach of the Pledge Data Agreement will be deemed to be a breach of the Pledge.

12.2 Pledge Templates

A Pledge Template may describe:

1. Data-collecting Milestones in the Pledge and what Pledge Holders are undertaking;

2. the specific activities to be carried out and recorded, and associated indicators to be recorded for each Milestone (Measurements), with Data that Pledge Holders will collect;

3. the outcomes or impact goals of the Pledge Template, the impacts the activities are intended to achieve, and how they may be achieved through those activities;

4. how Measurements will be collected, and if necessary analysed, and how they are made comparable to other datasets;

5. why these Measurements have been chosen and how they are supported by existing knowledge;

6. what evidence must be collected to prove the provenance of Measurements and how they may be authenticated;

7. what additional Metadata needs to be collected to properly contextualise all the Measurements taken. All Pledge Templates and Pledges have at least one Metadata-specific Milestone. The collection of Metadata is how other Measurements are contextualised; and

8. how impact can be verified by using Measurements to show the links between activities and impact goals and outcomes.

Pledge Templates and their associated Intellectual Property Rights will be supplied to the Marketplace through Template Licensing Agreements between us and Template Developers. The terms of licensing are those included in the Data and Intellectual Property Rights section of these Terms.

We reserve the right to reject Pledge Templates or require the revision of Pledge Templates where the Template (and any associated reference document):

1. is insufficiently detailed;

2. does not address observable phenomena;

3. cannot produce verifiable data;

4. requires access to data, property, or Personally Identifiable Information that Pledge Holders do not have legal rights to access and/or use;

5. includes requirements for Personal Data, beyond the minimum necessary to prove impact; or

6. requires the use of methods or techniques which are illegal in the location where the Pledge Agreement is being made, or are in violation of these Terms or other policies.

Notwithstanding the above requirements, acceptance of a Pledge Template and creation of Pledges on the Network does not equate to a guarantee by us that use of the Pledge Template will necessarily lead to verification of impact or the creation of Claims.

We have the final decision on accepting or rejecting Pledge Templates.

12.3 Pledge Agreement

A Pledge Agreement signed by a Pledge Holder is a legally binding contractual commitment to start a project and take measurable and verifiable action towards regenerative outcomes, pursuant to a specified Pledge Template.

A Pledge Agreement will include, among other details:

1. identification of the Pledge Holder;

2. identifying details of the Pledge Template on which it is built;

3. a list of actions covered by the Pledge;

4. Milestones to be achieved; and

5. Data points and sets to be provided as evidence of progress in the Pledge, which will be supplied by one or more Pledge Data Agreements and other Licensing Agreements associated with the Pledge, in accordance with the Pledge Template.

A Pledge Holder may designate Pledge Contractors in the Pledge under its responsibility, specifying activities for completing certain milestones and reporting Data on their behalf.

12.4 Pledge Intellectual Property and Data

Provision of Intellectual Property Rights and Data associated with a Pledge, and the corresponding licensing scope, will be governed by these Terms, particularly in the section on Data and Intellectual Property Rights.

12.5 Pledge ownership

Ownership in relation to the Pledge means having the benefit of all rights and benefits of a Pledge Owner under the Pledge.

The Pledge Holder is the original Pledge Owner and holds and controls the rights to the Data generated by the Pledge.

We will enter details of the Pledge Owner(s) and each Pledge Owner’s Interest in the Ownership Ledger. The entry of the name of a person in the Ownership Ledger as a Pledge Holder is prima facie evidence that legal title to that Pledge Owner’s Interest vests in that person, who will be the only person entitled to:

1. exercise any right attaching to the Pledge Owner’s interest (including a right to vote);

2. receive notices; and

3. receive any distribution of revenues from completion of a Claim.

We may, but are not required to, enter any notice of a trust, whether express, implied, or constructive, in the Ownership Ledger.

12.6 Roles of parties in Pledges

12.6.1 Pledge Holder’s role

The Pledge Holder will:

1. act as principal on behalf of the Pledge and as representative of Pledge Owners in relation to the Marketplace and the Network;

2. carry out the Pledge according to its terms, with the objective of reaching the Milestones as described, and ensure collection (and verification of Data if applicable), either by themselves or by appointing Pledge Contractors in the Pledge Agreement or Brokers, under the Pledge Holder's responsibility; and

3. meet all costs associated with carrying out the Pledge.

12.6.2 Pledge Owner’s role

The Pledge Owner(s) will consider and decide for the use, monetisation, and commercialisation of Pledge IP within the Network, including in the form of Claims to which Pledges may be linked. The Pledge Holder is deemed the appointed representative of the Pledge Owners to execute any such decisions.

12.6.3 Our role

We will (and may) receive and hold funds and make payments to fulfil our roles in the operation of the Marketplace, and may hold funds on trust in accordance with these Terms and Applicable Law.

12.6.4 Our rights

As the operator of the Network, we may at any time:

1. require the Pledge Holder or a Pledge Owner to provide any information or documents we consider necessary (including for the purposes of compliance with Applicable Law), and the Pledge Holder or Pledge Owner must provide the same promptly (and we may delay taking any step or providing any service until we are satisfied that we have what we need);

2. charge fees and expenses in accordance with these Terms; and

3. use Pledge IP collated across all Pledges on the Network for the Purpose.

12.7 Pledge Governance

The Pledge Owners (represented by the Pledge Holder) retains day-to-day control of the Pledge, as a shared agreement and with respect to the right to distributions (including from Claims).

When there is more than one Pledge Owner, any decision to be made in relation to a Pledge will be decided by a Majority Vote.

The process for making any decisions in connection with Pledges may be set by us from time to time (without the need for any consultation with or consent of Pledge Owners) by updating these Terms or through supporting policies, and may include:

1. an electronic voting process;

2. quorum requirements;

3. a negative consent feature (that is, where a Pledge Owner does not vote, it may be taken as a vote in favour);

4. the ability to appoint a proxy (which may include a Broker); and

5. rules and processes regarding conflicts of interest.

Any decision-making process set by us will be deemed to form part of the Pledge.

If we have not set any such process, any decision will be taken by a Majority Vote of the Pledge Owners.

No vote of Pledge Owners will be effective:

1. for amending the Pledge other than in accordance with these Terms; or

2. for forcing the Pledge Holder to take an action or incur any cost, without its consent to do so.

12.8 Cooperation by parties to Pledges

The parties to any Pledge will, at all times during the continuation of that Pledge, act honestly and faithfully and with due and proper diligence to achieve the objectives of the Pledge; will promptly and properly comply with all obligations imposed on them; and will at all times use their respective reasonable endeavours to cooperate with each other to ensure the success of the Pledge.

12.9 Changes to the Pledge

The Pledge may evolve and change.

12.9.1 Changes by the Pledge Holder

The Pledge Holder may amend the Pledge (other than rights to Data and Intellectual Property) in writing through any means permitted, provided that, where the change is material and potentially adverse to Pledge Owners (as determined by us in our reasonable discretion), consent must be obtained via a Majority Vote of Pledge Owners.

12.9.2 Changes by us

We may amend the Pledge, where it considers that it is reasonably necessary for the operation and good order of the Marketplace or the Network, in writing through any means permitted, with the prior written consent of:

1. the Pledge Holder, where the change is material and potentially adverse to Pledge Holder (as determined by us in our discretion);

2. Pledge Owners, where the change is material and potentially adverse to Pledge Owners (as determined by us in our discretion), with a Majority Vote of Pledge Owners; or

3. any other party, where the change is material and potentially adverse to a party of any associated or linked agreement (as determined by us in our discretion).

12.10 Pledge Transfer

A Pledge Owner may, by a Pledge Transfer, transfer all or part of its ownership of the Pledge to any person where permitted and in accordance with the framework for transfers within the Network, through entries in the Ownership Ledger.

After a Pledge Transfer, the Pledge Holder will remain liable for executing and delivering the Pledge.

The Pledge Transfer will have the effect of a novation of the Pledge, in which a transferor (the Pledge Owner) will be substituted for a transferee (the new Pledge Owner), in relation to the rights and obligations under the Pledge.

Upon a Pledge Transfer, the Pledge Owner’s interest in the Pledge will be transferred to the transferee, which will become a Pledge Owner.

12.11 Pledge Default and termination

A Pledge Default will be in default in the following circumstances:

1. failure to report any Required Data, in accordance with the terms of the Pledge Agreement and associated Licensing Agreement, where such failure persists for more than one year counted from the date of the most recent report; and

2. material interruption of communications with Pledge Holder, as determined by us.

If a Pledge Default occurs, without limiting any other consequence which may follow, we may, at our discretion, take the following actions until we determine that the Pledge Default has been satisfactorily resolved:

1. where we determine the Pledge Holder is at fault (or partially at fault), withhold any distributions otherwise due to the Pledge Holder under the Pledge;

2. terminate or take any other step in relation to an existing Pledge Contractor;

3. arrange for a new or existing Pledge Contractor to carry out any task or perform any necessary measure or other action; and

4. take any other action permitted under these Terms.

If we determine that the Pledge Default cannot be satisfactorily resolved within a reasonable time, we may terminate the Pledge by written notice to the other parties.

A Pledge Default will not cause consequences or penalties to Pledge Holders and Pledge Owners other than those described in these Terms.

12.11.1 Termination for other breach or insolvency

If the Pledge Holder or a Pledge Owner (the Defaulting Party):

1. breaches any material obligation of that party under the Pledge (other than a Pledge Default) and the breach is not capable of being remedied, making the Pledge no longer viable with respect to such Pledge Holder or Pledge Owner; or

2. is subject to an Insolvency Event,

then the Terminating Party may give written notice to the Defaulting Party terminating the Defaulting Party’s interest in the Pledge.

12.11.2 Terminating Party

Where the Defaulting Party is the Pledge Holder, the Terminating Party may be us, or Pledge Owners by a Majority Vote.

Where the Defaulting Party is a Pledge Owner, the Terminating Party may be the Pledge Holder, or us.

12.11.3 Consequences of termination of Defaulting Party

Upon termination of the Defaulting Party’s interest in the Pledge, the Defaulting Party will cease to have any rights or obligations under the Pledge, except for rights or obligations that have already accrued or become due, or provisions which expressly or impliedly survive termination.

Where the Defaulting Party is the Pledge Holder, the rights of the Pledge Owners in relation to the Data and otherwise in relation to the Pledge as an asset will continue and a new Pledge Holder may be designated by a Majority Vote.

Where the Defaulting Party is a Pledge Owner:

1. that Pledge Owner’s interest in the Pledge IP will immediately terminate;

2. that Pledge Owner’s rights to use the Pledge IP will immediately terminate; and

3. that Pledge Owner may request removal of any of its Personally Identifiable Information from the Pledge IP.

12.11.4 Termination of the Pledge

We may terminate the Pledge by providing written notice to each of the other parties involved, effective on a date specified in the notice (which may be immediate), in the following circumstances:

1. by the Pledge Holder with a Majority Vote of Pledge Owners;

2. by us where we consider that the Pledge is no longer viable or able to be actioned for any reason including because:

   1. our inability, or the Data Trust’s inability, to establish or continuously operate the Marketplace or Network;

   2. a change in the Applicable Law means the Pledge is no longer an appropriate or desirable structure to achieve its objectives; or

   3. a Pledge Default is continuing, and it does not consider that a change to the Pledge would be sufficient to deal with the issue;

3. by us where we consider that the Pledge is by its nature or in its execution inconsistent, or in conflict, with these Terms; or

4. the Pledge Owners acting jointly.

12.11.5 Consequences of Termination of Pledge

Upon termination of the Pledge:

1. the Pledge will be deemed terminated and will cease to exist;

2. we are authorised to take any necessary actions (including signing any relevant documents) on behalf of Pledge Holder and Pledge Owners to manage the assets associated with the Pledge, observing the rules under the Data and Intellectual Property section of these Terms;

3. the Pledge Holder may request that Pledge IP is removed from the Marketplace and Network, in accordance with these Terms. If the Data Trust agrees to the removal of the Pledge IP, it will assign that Pledge IP to the Pledge Owners jointly and each Pledge Owner will thereafter be free to use those Intellectual Property Rights without limit in time to the fullest extent permitted at law, independently and without accounting to any other person;

4. the Pledge Holder and each Pledge Owner must, at our request, deliver up or destroy all documents and other materials (in our possession, power or control), in any medium, which contain or refer to the Confidential Information of any other party, and provide certification of such destruction;

5. we and the Data Trust may retain Confidential Information as necessary for the purposes of operating the Marketplace and Network and complying with their obligations; and

6. each party must pay to each other party any outstanding amounts then due and payable to the other party under the Pledge.

13 Brokers

13.1 Appointment of a Broker: process and scope of authority

A User may appoint a Broker as their agent and representative, acting on the User's behalf within the Marketplace and the Network. The User must notify us and the Data Trust in writing via a Broker Appointment Letter, in the form made available by us.

The Broker Appointment Letter must identify the User and their chosen Broker, and set out the scope of the authority and powers the User has granted to the Broker. This may include, but is not limited to, entering into Agreements and carrying out transactions in the Network and in the Marketplace on behalf of the User.

The appointment and representation by a Broker will be conducted at the User's full and exclusive responsibility towards us, the Data Trust and the Network, in all matters relating to the Marketplace and the Network, in the same manner as if the Users themself were conducting the activities which may be undertaken by a Broker on their behalf.

We and the Data Trust are not parties in the relationship between a User and their Broker, and will not be liable for monitoring nor for supervising such relationships or the quality of representation. All terms and conditions for such representation should be agreed directly between the User and their Broker in separate agreements, including descriptions of services, limitations and charges.

13.2 Registration and roles

Upon appointment, a Broker must register as a User to perform any activities in the Network. After registration, a Broker will be entitled to act on the User's behalf in the Marketplace and the Network, including representing the User in the context of a Claim or Pledge. The Broker may then:

1. set and select Templates for Pledges, Claims, as well as Licensing Agreements and other agreements entered by Users within the Marketplace and Network;

2. work with Pledge Holders, Pledge Owners, Claim Owners, Contributors and other Users to carry out Pledges, Claims, Licensing Agreements and others, including by fulfilling roles under Agreements;

3. authenticate or verify Data, or appoint Authenticators;

4. be remunerated for services in amounts and in form agreed directly with each User that is part of such relationship;

5. engage with and instruct us and the Data Trust on behalf of the appropriate User, acting as agent, representative and attorneys-in-fact for all actions towards the Marketplace and Network; and

6. be engaged in market education and marketing in relation to the Marketplace and Network.

13.3 Assignment of Pledge IP and Claim IP by Brokers

Subject to any retained rights in Data and Background IP, Brokers must assign any rights in Pledge IP and Claim IP to us, in accordance with the terms provided in the General Assignment of Pledge IP and Claim IP to Toha sub-section of these Terms.

13.4 Termination of a Broker appointment

A User may terminate the appointment of their registered Broker by notifying us and the Data Trust of their intention in writing, specifying the effective date.

We or the Data Trust may decide to terminate a Broker, after proper and careful consideration, if such Broker:

1. breaches any material obligation and the breach is not remedied; or

2. is subject to an Insolvency Event.

In this event, we or the Data Trust will give written notice to the User and to the Broker, terminating the Broker’s ability to participate in transactions within the Marketplace and Network.

14 General representations, warranties and liabilities

14.1 Representations and warranties for all Agreements

14.1.1 Mutual warranties

Each party entering into a Licensing Agreement, Claim Agreement, Pledge Agreement, Pledge Finance Agreement and/or a Broker Appointment Letter represents and warrants to us, the Data Trust, and the relevant parties that, the following is true and accurate, as at the date of the relevant Agreement and on a continuing basis:

1. if it is a company or other incorporated entity, it is duly incorporated and validly existing under the laws of a jurisdiction accepted by us;

2. it has the power and has taken all necessary action (including, if it is a company or other incorporated entity, the passing of all resolutions and obtaining any necessary consents) to enter into, execute and deliver, and to exercise its rights, and perform its obligations, under the Agreement;

3. it has validly executed and delivered the Agreement and its obligations under the Agreement are legal, valid and binding and the Agreement is enforceable against it in accordance with its terms; and

4. it will follow Applicable Law and with all requirements of these Terms (as amended from time to time).

14.1.2 Matters that are not warranted

Each Contributor, Claim Owner, Pledge Holder, Pledge Owner, Backer and Broker acknowledges that neither the Data Trust nor we make any representation or warranty or give any assurance in relation to whether:

1. funding will be available in relation to delivery of any Pledge or Claim;

2. Contributors will be available or be able to be contracted on suitable terms;

3. any Pledge Template or Claim Template and associated Measurements are robust or without error, or that Templates will produce any results or create any value or positive environmental or other outcomes, or that Pledges or Claims linked to such Templates will in their turn create any value or positive environmental or other outcomes;

4. any Data or IP generated will be valuable;

5. any Licensing Agreement, Claim Agreement, Pledge Agreement, Pledge Finance Agreement, Broker Appointment Letter or any activities contemplated therein will produce any results or create any value or positive environmental or other outcomes, or that resulting actions or procedures will be beneficial to any persons, in any shape or form; or

6. the Network and the Marketplace will be operational within a specified timetable, or at all (and the parties to any Agreement specifically acknowledge and recognise that the Network is an evolving concept that may change or, ultimately, not be able to be implemented).

This confers a benefit on Template Developers on which they may rely, under Subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

14.1.3 Responsibility for obtaining independent advice

The parties to any Agreement are responsible for their own legal, financial and environmental analyses for Licensing Agreements, Claim Agreements, Pledge Agreements, Pledge Finance Agreements, and Broker Appointment Letters. Each party agrees to seek independent advice as reasonably necessary before entering into an Agreement.

14.3 Representations and warranties for Licensing Agreements

Any Contributor (in the context of a Licensing Agreement), as well as any other party contributing Data or Intellectual Property Rights into the Network, represents and warrants to us as at the date of the relevant Agreement and on a continuing basis that:

1. all Data and Intellectual Property Rights supplied can be licensed to the Data Trust and/or to us and used in accordance with the Agreement without breaching or infringing any:

   1. any third party Intellectual Property Rights;

   2. any Moral Rights;

   3. its contract or other arrangement with a third party;

   4. its confidentiality obligations of a party including any non-disclosure agreements or similar arrangements; or

   5. its obligations in respect of privacy or Personal Data;

2. the Contributor has the legal right to contribute Data and/or Intellectual Property Rights to the Network at the time of submission;

3. all Data is materially true and accurate to the extent permitted by the measurement method or technology used to collect it; and

4. all Data is collected using the methods set out in a Template (when and as applicable) and in compliance with any Agreement within the Network (as applicable).

14.3 Disclaimer of warranties

Any Data and Intellectual Property Rights contributed by Contributors under Data Supplier Agreements and Template Licensing Agreements will be made available on an “as is” basis and, to the maximum extent permitted by law, they disclaim all warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose.

14.4 Representations and warranties for Pledge Agreements and Claim Agreements

Each Pledge Holder and Pledge Owner represents and warrants to us that, as at the date of the relevant Agreement and on a continuing basis, there is no circumstance that may affect the validity of the following statements, which are deemed to be true:

1. all Data informing Pledge IP, Pledge Finance IP and Claim IP can be assigned to Toha or licensed to us, the Data Trust and Claim Owners, and can be used in accordance with the Claim Agreement, without breaching or infringing:

   1. any third party Intellectual Property Rights;

   2. any Moral Rights;

   3. its contract or other arrangement with a third party;

   4. its confidentiality obligations including any non-disclosure agreements or similar arrangements;; or

   5. its obligations in respect of privacy or Personally Identifiable Information;

2. we have legal right to license Pledge IP that informs Claim IP as well as to license Claim IP to Claim Owner, at the date of the Claim Agreement and as rights in and to the Data, Pledge IP and Claim IP arise;

Each Pledge Holder and Pledge Owner further undertakes that it will act in good faith and use its best endeavours to promote and protect the image, goodwill and reputation of the Network, the Data Trust, us and all Users.

14.5 Liabilities for all Agreements

14.5.1 Limitation of liability

To the maximum extent permitted by law, neither us nor the Data Trust shall be liable or responsible to you or any other party for any Loss arising out of, or in connection with, these Terms or any Agreement, or your use and access to the Network and/or Marketplace (or inability to access or use) the Network and/or Marketplace, unless this is directly arising out of our fraud, gross negligence or wilful breach or that of the Data Trust. This limitation of liability includes, but is not limited to:

1. any loss of revenue or profit, loss of goodwill, loss of capital, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense; and

2. loss or corruption of Data or infringement of Intellectual Property Rights, their liability will be limited to taking reasonable steps to recover backups and proceed remediation as possible given the circumstances.

Without limiting any other provisions in these Terms or the relevant Agreement, if we are found to be liable for any Loss under or in connection with the above, our total aggregate liability to you in any circumstances shall be limited to the total amount of fees received by us under these Terms or any Agreement in connection with the transactions contemplated by the Agreement that are subject of dispute or conflict.

14.5.2 Other rights or protections

This section does not limit any other right or protection that we or the Data Trust may have under these Terms or the Agreements or documents.

14.5.3 Independent trustees

The liability of any independent trustee is neither unlimited nor personal. Any liability that may arise shall be limited to the funds held on the trust on behalf for which they have entered into an Agreement, in accordance with the proper course of the administration of that trust. For the purposes of this section, an independent trustee is any party who has signed an Agreement in their capacity as the trustee of a trust, who is not a beneficiary of the trust, and who has no rights or interest in any of the assets of the trust, except in their capacity as trustee of that trust.

14.6 Liabilities under Licensing Agreements

To the maximum extent permitted by law, the Contributor under a Pledge Data Agreement indemnifies and holds harmless us, the Data Trust, and their respective directors, employees, contractors, and agents in each case, against any Loss incurred or arising out of, or in connection with:

1. the Contributor’s breach of any Agreement or any Applicable Laws;

2. the Contributor’s breach of any third party’s Intellectual Property Rights in relation to the possession or use of the Data or Intellectual Property Rights by us or the Data Trust;

3. the Contributor’s breach of confidentiality obligations;

4. the Contributor’s use of the services provided under these Terms or in connection with Agreements (except as directly arising out of our fraud, gross negligence or wilful breach or that of the Data Trust).

14.7 Liabilities under Pledge Agreements and Claim Agreements

To maximum extent permitted by law, each Pledge Holder and each Pledge Owner indemnifies and holds harmless us, the Data Trust, and their respective directors, employees, contractors and agents in each case, against any Loss incurred arising out of, or in connection with, a Pledge Holder’s or a Pledge Owner’s use of the services provided under these Terms or in connection with Agreements entered by a Pledge Holder or Pledge Owner, including Licensing Agreements, Claim Agreements, Pledge Agreements and Pledge Finance Agreements (except as directly arising out of our fraud, gross negligence or wilful breach or that of the Data Trust).

Each Pledge Holder and each Pledge Owner indemnifies and holds harmless each Claim Owner (on a Claim to which its Pledge is linked), together with its directors, employees, contractors, agents and assigns in each case, against a Loss incurred arising out of, or in connection with the Pledge Holders or Pledge Owner’s breach of these Terms or an Agreement.

Each Pledge Holder and each Pledge Owner indemnifies and holds harmless each Backer (of Pledge Finance supplied to its Pledge), together with its directors, employees, contractors, agents and assigns in each case, against a Loss incurred arising out of, or in connection with the Pledge Holders or Pledge Owner’s breach of these Terms or an Agreement.

15 Resolving complaints and disputes

15.1 How to make a complaint or resolve a dispute

If you have a complaint about any User, the Network or the Marketplace, or a transaction in the Network or the Marketplace, you may lay your complaint with the Users involved, directly, or Toha. Unless specified otherwise in the relevant Agreements, this section should apply to the resolution of complaints and disputes in relation to these Terms and any Agreements.

15.2 Complaint about our services

If you have a complaint about our services, we would like the opportunity to resolve this with you amicably. Please contact us at [e-mail].

If your complaint relates to the conduct of our financial services, and:

1. you have raised it with us in the first instance, and

2. we have not resolved it within a reasonable period of time,

then you may direct your complaint to our independent dispute resolution service provider, Financial Dispute Resolution Service (FDRS), for assistance. Please see its website (https://fdrs.org.nz/) for details on its services. FDRS may be contacted by email ([e-mail]) or telephone [phone]).

15.3 Complaint about a User or a transaction

If you have a complaint about a User or a transaction via the Network or in the Marketplace, the first step is usually to contact the relevant User directly. You may need to put your complaint in writing. If so, you should do this as soon as possible and address it to the User (or their authorised representative if known).

Alternatively, you can make a complaint by submitting a written request with all supporting documentation to us. We may act in respect of a complaint at its discretion, where possible breaches of these Terms may have occurred. Please note that the complaints process is not compensatory in nature and any search for financial compensation or indemnities should be pursued at the appropriate levels, via mediation, arbitration or the court system.

The complaints process is a confidential process among parties. By participating in the complaints process, you agree not to disclose any information about the complaints process itself, or the matter(s) you have referred to the complaints process.

15.4 Network Disputes Resolution procedure

15.4.1 Member and Public participation in protecting Network trust

Relationship-based trust is the heart of the Toha system commitment and critical to the success of Member self-governance of the Network and Test Marketplace.

Members and Contributors can report a Trust Issue on any offer page presenting a Pilot, Pledge, Claim or Member Profile for Network support services.

Members of the Public who seek to report a Trust Issue can do so by registering as a Contributor.

15.4.2 Reporting a Trust Issue

Any Member or Contributor can report a Trust Issue by:

1. registering as a Contributor with an Account (requiring real world identity of full name, email and contact number);

2. completing the Report a Trust Issue form (as per the requirements of the Network Trust Policy)

The Trust Issue will be immediately logged by the Network Operator, and associated Network Service Providers for investigation, decision and resolution as per the Network Trust policy.

15.4.3 Resolving a Trust Issue

The Network Operator is responsible for managing Trust Issues according to the Network Trust Policy and these Terms.

During this initial test phase, the Network and Test Marketplace will be testing a range of disclosure options, technologies, frameworks and processes to resolve Trust Issues.

Parties to Trust Issues are asked to consent to data sharing as necessary for the Network and Test Marketplace to improve the digital public infrastructure to reduce the time and cost of detection, analysis, audit, assessment, decision making and resolution of Trust Issues in the future.

15.4.4 Network reporting of Trust Issues

During this initial test phase, the Network Operator is exploring the role of digital public infrastructure to deliver high-trust, low cost transactions across the Network.

This includes scoping and developing ways that protocols, software and services can be developed to automatically monitor trust in funding and financing activities, and supply and reuse of data to the collective benefit of all Members, Contributors and the wider public. This work is progressing through the DPI Pilot phase of the Platform roadmap.

The DPI Pilot is concerned with the following functions of Toha’s digital system development:

1. relationship-based network trust graph/ model development;

2. data authentication, validation and verification;

3. provenance tracking;

4. anomaly detection;

5. cross-referencing and correlation to Template level Network activity;

6. access controls and permissions;

7. audit trails and integrity checks;

8. real-time monitoring, reporting and alerts; and

9. public reporting and community governance

The Platform roadmap seeks to maximise public engagement in the technical development of the Network and Test Marketplace, but will be silent on specific technical innovations supporting trust and assurance in the veracity of Data shared within the Network through time.

15.4.5 Direct disputes

If a party gives the other party a written notice of a dispute arising between the parties, whether under these Terms or otherwise (including where a prior complaint has been made) (Dispute Notice), each party will endeavour to resolve the dispute by negotiation in good faith. For clarity, any dispute initiated by or against Toha Group or the Data Trust, will be governed by this clause as well, unless specified otherwise in a relevant Agreement.

If any Member seeks to formally escalate a dispute to the Toha Group for intervention, the Member must do so by reporting a Trust Issue associated with a specific Member in the Network or offer in the Test Marketplace.

We reserve the right to manage any such dispute (in which Toha Group is not a party to the dispute) upon notification to all Users involved. If the dispute cannot be resolved within 20 Business Days of the delivery of the Dispute Notice, any of the parties involved may give written notice to the other(s) that it requires the dispute to be determined by mediation.

The mediation will be conducted on the following terms:

1. initial virtual meeting or the parties;

2. if face-to-face meetings are required, the place of mediation will be Auckland, New Zealand, unless otherwise agreed by the parties;

3. the mediator must be agreed by the parties or, if the parties cannot agree on a mediator within 5 Business Days after the notice has been given, then either party may promptly request the chairperson of the Arbitrators’ and Mediators’ Institute of New Zealand (or his or her nominee) to select the mediator; and

4. unless otherwise resolved under the mediation, each party will pay its own costs in relation to the mediation.

If a Dispute has not been resolved within 20 Business Days from the commencement of the mediation, unless the parties agree, the mediation will terminate and each party will be entitled to pursue such legal remedies as it thinks fit, including access to the courts.

Except where the dispute renders it impossible to do so (and except for payment obligations in respect of any amounts disputed in an invoice), the parties will continue performing their respective obligations under these Terms and/or the relevant Agreement while the dispute is being resolved, unless and until such obligations are terminated or expire in accordance with these Terms and/or the relevant Agreement. Each party must use all reasonable endeavours to ensure that, where a dispute is reasonably foreseeable, it is dealt with at a sufficiently early stage to minimise the effect on the ability of any party to perform its obligations.

Each party will pay its own costs for resolving any dispute under this dispute resolution procedure, provided that the remuneration of any mediator will be shared equally between the parties.

Nothing in this sub-section precludes either party from taking immediate steps to seek urgent equitable relief before a court.

16 Other general terms

16.1 Tax

Each party to a Licensing Agreement, Claim Agreement, Pledge Agreement or any other Agreements is responsible for paying all external fees and taxes associated with the Agreement wherever levied. This responsibility includes withholding tax if it applies.

The parties agree that, whenever it is determined that a party (the Supplier) has made a Taxable Supply (as defined in the Goods and Services Tax Act 1985) to another party (the Recipient) under an Agreement, then:

1. the Supplier will issue a tax invoice to the Recipient for the supply;

2. the Recipient will pay the Supplier an amount equal to the GST on the supply on receipt of the tax invoice if applicable; and

3. any taxes, charges or levies on transactions performed within the Network will be paid by the respective parties affected by such taxes, charges and levies.

16.2 Costs

Except as otherwise provided in these Terms or an Agreement, the parties will meet their own costs relating to the negotiation, preparation and implementation of that Agreement.

16.3 Force majeure

No party will be liable for any failure or delay in complying with any obligation under these Terms or an Agreement if:

1. the failure or delay arises, directly or indirectly, from a cause beyond that party’s control and not due to the fault or inconsistency, or intentional act or omission of that party;

2. that party, on becoming aware of the cause, promptly notifies the other parties in writing of the nature and expected duration of the obligation affected by the cause; and

3. that party uses best endeavours to:

   1. mitigate the effects of the cause on that party’s obligations under that Agreement; and

   2. perform that party’s obligations under that Agreement on time despite the cause,

but nothing in these Terms will excuse a party from any obligation to make a payment when due under an Agreement.

16.4 Confidentiality

Each party must keep any signed Agreements and information it receives about any other party and its business in connection with that Agreement (Confidential Information) confidential. Each party must not use or disclose that Confidential Information without the prior written consent of the relevant party, except to the extent that:

1. disclosure is required by the Applicable Law;

2. the relevant information is already in the public domain other than through the default of that party;

3. it is reasonably required to obtain professional advice; or

4. it is reasonably necessary in connection with any proposed legitimate transaction and the party receiving the Confidential Information has entered into confidentiality undertakings substantially the same as those set out in this section.

To the extent that any Pledge IP is confidential, that confidence must be maintained at all times and without limit in time by all parties unless agreed in writing by the parties.

16.5 Notices

All notices and communications given under these Terms or an Agreement must be in writing and must be delivered personally, sent by post or sent by email to the address or email addresses set out in the relevant Agreement (or at such other address as notified from time to time by the party changing its address) or other electronic communication via the Network or Marketplace.

Time of service: Any notice given under these Terms or an Agreement will be deemed to be validly given:

1. in the case of delivery, when received;

2. in the case of posting, on the third Business Day following the date of posting; or

3. if emailed, one hour after the email is sent unless a return email is received by the sender within that one hour period stating that the addressee’s email address is wrong or that the message cannot be delivered;

provided that any notice received after 5.00pm on a Business Day or on any day that is not a Business Day will be deemed to have been received on the next Business Day.

16.6 Entire Agreement

Any signed Agreement, together with these Terms, contains all the terms, representations and warranties made between the parties relating to the matters dealt with in that Agreement and supersedes and cancels all prior discussions and agreements covering the subject matter of that Agreement.

You acknowledge that you have not relied on any representation, warranty or agreement relating to the matters dealt with in that Agreement that is not expressly set out in that Agreement, and no such representation, warranty or agreement has will have any effect from the date of the Agreement. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986.

16.7 Further assurances

Each party to any signed Agreement must each sign all further documents, pass all resolutions and do all further things as may be necessary or desirable to give effect to any signed Agreements.

16.8 Waiver

No exercise or failure to exercise or delay in exercising any right or remedy under these Terms or an Agreement will constitute a waiver by that party of that or any other right or remedy available to it.

A waiver by us of any provision of these Terms will only be effective if given in writing, and only to the extent that it is expressly given. If we fail to exercise or delay exercising any power or right, that failure or delay will not operate as a waiver, and we can choose to exercise that power or right at a later time.

16.9 Assignments

Accounts: We and/or the Data Trust may assign or transfer any of their rights and obligations to any person without the prior consent of a User, in which case they will notify the User.

Under Agreements: No party may assign rights or obligations without the prior written consent of the other parties to an Agreement – except us and the Data Trust, which may assign rights and obligations under an Agreement without consent from any other party, both being required to provide timely notification to the other parties of an assignment.

Transfers and the Ownership Ledger: We and the Data Trust will have in place certain processes and mechanisms for transfers of ownership positions in Pledges and Claims, which may take place via secondary markets and with registration in Ownership Ledgers.

16.10 Partial invalidity

If any provision of these Terms or an Agreement becomes invalid or unenforceable to any extent, the remainder of these Terms or that Agreement and its application will not be affected and will remain enforceable to the maximum extent permitted by law.

16.11 Survival

Any indemnity or obligation of confidentiality under these Terms or an Agreement is independent and survives termination of the Agreement. Any other term by its nature intended to survive termination of that Agreement survives termination of that Agreement.

16.12 Governing law and jurisdiction

These Terms and any Agreement will be governed by New Zealand law. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

16.13 Signature

Any Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute the same Agreement. A party may enter into the Agreement by signing and sending (including by email) a counterpart copy to each other party, or by such other electronic means (such as DocuSign) as we may determine from time to time for transactions within the Network.

16.14 Electronic means

The parties may procure that:

1. any Agreement, or any part of it, may be entered into, operated or effected by electronic means (including via a Smart Contract), provided that in the case of inconsistency between these Terms and language included in a Licensing Agreement, a Claim or a Pledge and the Smart Contract, a written form of the Licensing Agreement, Claim or Pledge will prevail;

2. the Ownership Ledgers are maintained electronically;

3. any payment under an Agreement may be made or represented by the use of digital tokens, as approved for the Network;

4. any information (including Data) which is the subject of a Pledge, a Claim or contributed under a Licensing Agreement may be stored, represented or transferred in electronic form, including by use of digital tokens; and

5. any written notice required to be given may be given by electronic means (including via Smart Contract).

17 Definitions

In these Terms, and all other agreements and policies within the Network and the Marketplace, unless the context requires otherwise, the expressions listed have the following meanings:

Word/Phrase:	Meaning:
Account	A core service supplied to Members as described in Section 6.
Advance Deposit	A trust service in the Network, as defined in Section 12.10, that gives Members confidence that their impact (via a Claim sale) will receive payment from Buyers if completed via a Pledge.
Advocate	A registered User approved by core Network entities and other Members to act as a communication bridge within the Network (on behalf of a frontline community, other entity or other person), visible to the Network, the Data Trust and Members via a Advocate Appointment Letter registered with the Network. Commonly referred to as having “Trusted Advocate” status amongst Members in the Network and the Test Marketplace.
Agreement	Any agreement entered into within the Network or Test Marketplace, including but not limited to: Data Licensing Agreement, Claim Agreement, Claim Transfer Agreement, Data Supplier Agreement, Pledge Agreement, Pledge Data Agreement, Pledge Funding Agreement, Pledge Finance Agreement, Template Licensing Agreement, Token Agreement, Network Service Agreement, Advocate Appointment Letter, Broker Appointment Letter, Independent Appointment Letter, Financier Registration Letter and Verifier Appointment Letter.
Applicable Laws	All laws, statutes, regulations, treaties, codes and other legal requirements that are relevant and binding in the New Zealand jurisdiction where the Network and Test Marketplace is being operated.
Authentication	Evidence that confirms the provenance (origin and history) of Data.
Authenticator	A third party (which may be a person, entity or machine) who may conduct Authentication or Verification of Data contributed to the Network, as designated under a Claim Agreement or under a Pledge Agreement.
Background IP	Means: all Intellectual Property Rights owned by or licensed to a Contributor prior to the date of any Agreement; and/or all Intellectual Property Rights created by or owned by a Contributor independently of any Agreement.
Business Day	Monday to Friday, except any public holiday in New Zealand.
Backer	A registered User approved by core Network entities and other Members to promote/ recommend and supply Pledge Finance in exchange for preferential rights or fees on products and services in a specific impact territory, agreed via a Network Service Provider registration. Commonly referred to as having “Nature Backer” status amongst Members in the Network and Test Marketplace.
Broker	A registered User approved by core Network entities and other Members, acting as an intermediary or agent within the Network (on behalf of a Contributor, Claim Buyer, Claim Seller, Pledge Holder, Pledge Owner or other person), in exchange for preferential rights or fees on products and services, designated to the Network and the Data Trust via a Broker Appointment Letter registered with the Network.
Builder	A registered User approved by core Network entities and Members undertaking Local Market Support in exchange for fees on products and services in a specific geographic location, agreed via a Network Service Provider registration. Commonly referred to as having “Local Builder” status amongst Members in the Network and Test Marketplace.
Buyer	A Member or Contributor who purchases Tokens, Claims and/or Data in the Network or Test Marketplace.
Certifier	A registered User approved by core Network entities to certify Templates and the resulting Pledges and Claims.
Certification	The Network support service and process where third-party organisations, including but not limited to Toha Science, verify that goods or services in the Network and/or Test Marketplace meet specific external standards or regulatory requirements.
Claim	A proto-standard governed by Members for asserting and attributing proofs or outcomes of impact backed by credentials, according to third-party standards, reusing data governed in the Toha Network. Used by certifiers to efficiently verify projects against Minimum Rights agreed by the Members of the Toha Network. Loosely interchangeable for the term “Certificate” in external carbon and nature markets.
Claim Agreement	A contract creating a bundle of rights in the Test Marketplace, based on Claim Template(s) and derived from the reuse of Data from a Pledge.
Claim Description	Description of what the Claim Template allows Claims to demonstrate, including any major caveats or constraints such as geographic locale; included in a Claim Template and Claim Details.
Claim Details	Specific conditions applicable to a Claim and included in each Claim Agreement, which will govern each Claim in addition to these Terms.
Claim IP	Data, Pledge IP and any other Intellectual Property Rights linked to a Claim and to be reflected in a Claim Report, owned by or licensed to Toha, including (but not limited to) Intellectual Property Rights linked to a Claim that are generated at the Marketplace by Contributors (or appointed Brokers) through processing and transforming Data and Intellectual Property Rights sourced from the Marketplace and the Data Trust.
Claim Issuer/Claim Owner	A Member with at least one Pledge in the Network.
Claim Issuer Royalty	A payment due to the Claim Issuer on every transfer of a Claim at a new higher price based on a level of feeds determined by the Claim Template.
Claim Report	A report evidencing the credentials and outcomes provided in the Claim, prepared in accordance with a Claim Template.
Claim Revenue	Revenue generated from or in respect of the Claim.
Claim Settlement	Financial settlement of payments due for a transaction for the sale and purchase (or Transfer) of a Claim (whether or not the Claim is complete).
Claim Template	A framework for Claim delivery recorded with the Network, including a measurement framework that links data collection and measurement to a demonstration of outcomes. A Claim Template is required to start a Claim and will link Data provided to the Network via Licensing Agreements (linked to Pledges and Claim Agreements) in demonstration of the outcomes anticipated on a Claim.
Claim Transfer	A secondary Claim sale involving the assignment and transfer of all rights, title, interest and obligations in and to the Claim from a Claim Owner (Claim Transferor) to a Claim Buyer (Claim Transferee) or another party.
Collective	A collection of Pledges which, together, commit to share Data to demonstrate impact or outcomes.
Complete Claim (Completion)	A Claim in which all Pledges and Licensing Agreements (or applicable parts thereof) required to fulfil the Claim are complete and are available to produce a Claim Report.
Confidential Information	All Personally Identifiable Information and any other information disclosed by one party to another, whether in written, oral, electronic, or any other form, that is designated as confidential or that should reasonably be understood to be confidential due to its nature or the circumstances of disclosure. This includes, but is not limited to direct identifiers, indirect identifiers, and sensitive or special categories of Personally Identifiable Information requiring additional protection.
Consensus Voting	A decision-making process in the Network, facilitated by the Toha Group or Agreements, where all members collaborate to reach a mutually acceptable decision, typically requiring either unanimous agreement or no strong objections to proceed. Consensus decision making is commonly the preferred practice of Indigenous peoples.
Core Contributor	A registered User (individual or organisation) that is contracted by a core Network entity to guarantee provision of essential Network products and services that support the Test Marketplace. Usually an employee, contractor or preferred supplier. May include special rights or exclusions when participating in certain transactions or activities with the Network.
Contributor	A registered User (individual or organisation) that has given time, money, expertise or IP via the Network and in the process has created or developed Data and/or any other Intellectual Property Rights, and agrees to contribute such Data and/or any other Intellectual Property Rights under the terms of a Licensing Agreement. This may include Toha, a Pledge Holder (and a Pledge Contractor acting on its behalf), a Pledge Owner, a Template Developer, a Broker, an Authenticator and any other person.
Data	Data or information created, supplied or disclosed by Contributors, which may be subject to Authentication or Verification.
Data Licensing Agreement	An agreement between Contributors and Toha for the acquisition or creation of Data and/or Intellectual Property Rights.
Data Licensing Agreement Permitted Purposes	Scope of licence granted by a Contributor to the Data Trust and/or Toha under a Licensing Agreement, observing the “Data and Intellectual Property” section of these Terms and the relevant Licensing Agreement.
Data Sovereignty for All	Indigenous data sovereignty for the benefit of all Members as discussed in the Network Trust Policy.
Data Term	The term of the data licence.
Data Trust	Toha Network Trust, a New Zealand registered trust with charitable status. In the future, by variation of the Network Cooperation agreement, such trust, entity, combination thereof, or an alternative arrangement put in place as the means for storing, safeguarding and managing access to Data and Intellectual Property Rights within the Network, and for providing governance mechanisms at Network level, including the approval to generate/ issue tokens.
Data Trust Purpose	Has the meaning as defined in Section 4.1 for consistency with the Network Cooperation Agreement.
Digital Equity	Refers to the pre-requisite assumption that all Members and Contributors have the necessary access to affordable, reliable internet, digital tools, and the skills to effectively participate in and benefit from the Network's opportunities for environmental regeneration in their community.
Indigenous-led Digital Public Infrastructure	The governance, operation and design of digital public infrastructure by Members who identify publicly as Indigenous. Within Toha, the Network services across a set of shared digital systems for measurement, data sharing and impact payments delivering environmental regeneration.
Digital Public Infrastructure	A set of shared digital systems to provide access to services at a societal scale for the common benefit of Members, Contributors and the wider public.
DPI Pilot	The technology programme initiated by the Toha Group to prove the technical, regulatory and commercial viability of the Test Marketplace and underlying measurement, data sharing and impact payment standards necessary for high-trust, low-cost transactions that mobilise resources to frontline communities.
Free, Prior & Informed Consent	Refers to the right of Indigenous peoples to give or withhold their consent for any action that would affect their lands, territories or rights. The Network extends this to all Members and specifically implements a protocol in relation to rights to own and access Data as property of people and nature (where legal personhood is established). "Free" ​means that consent cannot be given under force or threat to a Member. "Prior" indicates that Members must receive information on the activity and have enough time to review it before the activity begins. "Informed" means that the information provided is detailed, emphasises both the potential positive and negative impacts of the activity, and is presented in a language and format understood by the community. "Consent" refers to the right of a Member to agree or not agree to the project before it begins and throughout the life of the project.​
Harmful Code	Any program code, programming instruction or set of instructions constructed for the purpose of, or having the effect of, damaging, interfering with, or otherwise adversely affecting infrastructure, data, people or services, including malware, viruses, Trojans, worms, phishing emails, back doors, bots, spyware, adware, rootkits, keyloggers, hijackers, web bugs, exploits, cracking tools and hacking tools.
Financial Service Provider(s)	Members who are externally registered and regulated for the supply of financial products and services linked to funding and finance of regenerative action in the Test Marketplace through matching rules governed and managed by the Network.
Impact Sale	The core transaction in the Test Marketplace where buyers and sellers work together to deliver regenerative action at a specific location using specific methodologies and standards.
Independent	A registered User (individual or organisation), approved by core Network entities and other Members to receive tokens (gratis) for data access to act as observer within the Network for the purposes of science, independent research or journalism, visible to the Network, the Data Trust and Members via a Network Service Provider registration and an Independent Appointment Letter registered with the Network. Commonly referred to as having “Independent Observer” or “Registered Scientist” status amongst Members in the Network and the Test Marketplace.
Insolvency Event	Includes the following situations: when an order is made, resolution passed or legal proceedings issued (other than a proceeding which is vexatious or frivolous), or corporate action is taken, notice given or other step taken for the winding up or liquidation of a party; a liquidator, receiver, manager, statutory manager, inspector, trustee or other similar person is appointed in respect of a party or some or all of its assets; the party suspends, stops, or threatens to suspend or stop payment of a material part of its debts; the party is unable to pay its debts as they fall due or suspends making payments on any of its debts; the party makes, or proposes to make, any assignment, arrangement or composition for the benefit of its creditors generally; and/or any event occurs that is in substance the same as those in sub-clauses a to e above.
Intellectual Property (IP) Rights	All intellectual property rights and interests including copyright, future copyright, designs, inventions, trademarks, logos, livery, trade names and domain names (including goodwill in those trademarks and names), patents, inventions, database rights, Know-How, proprietary or Confidential Information and all other similar rights, whether registered or unregistered, including any registration of such rights or applications for such registrations. Intellectual Property has a consistent meaning and includes the outputs and work to which Intellectual Property Rights attach.
IP Term	The term of the IP licence.
Kaimahi	The name given to a worker for the environment, in te reo Māori (the Māori language).
Kaitiaki	The name given to a guardian, protector, caregiver of the environment, in te reo Māori (the Māori language).
Kaitiakitanga	Guardianship and protection of the environment, through a Māori worldview.
Kotahitanga	Unity or solidarity, through a Māori worldview.
Know-How	Confidential and/or proprietary industrial or commercial information, technology and techniques that are recorded in either physical or machine-readable form, including technical data, formulae, trade secrets, methods, reports, data sets, software, operating systems and manuals.
KOHA	A type of digital asset exclusive to the Network that provides its holder certain voting and governance rights in relation to decisions within the Network. Each unit of KOHA is represented as a Token. See Section 7 for more information.
Local Market Support	The Network service and process for building local capability and capacity to engage in environmental regeneration in the Network. Normally undertaken by local economy experts with awareness of policy and ecosystem support for the frontline community and impact investment interests of a specific geospatial area. Normally undertaken by Builders.
Loss	Includes any claims, demands, actions, losses, liabilities, damages, fines, charges, taxes, expenses, fees or costs (including reasonable lawyers’ fees), however they are described.
MAHI	A type of digital asset exclusive to the Network that accounts for the overall funding of actions within the Network. Each unit of MAHI is represented as a Token. See Section 7 for more information.
Majority Vote	A simple majority (based on the percentage of ownership) by those who cast their votes voting on a matter (that is, excluding the percentage held by those who abstain from voting), except where a negative consent arrangement is in place (that is, where those who do not cast a vote are deemed to have voted in favour of the proposition).
Marketplace	Investment entry points to the Network through which Network members make offers to sell and buy Tokens, Claims and licence Data. The first Marketplaces being Toha.Network, East Coast Exchange and the NZ Climate Innovation Market.
Marketplace Operator	Toha Foundry Limited, a New Zealand limited liability company.
Marketplace Operator Purpose	Has the meaning as defined in Section 4.3 for consistency with the Network Cooperation Agreement.
Member	A digitally verified identity actively using the digital public infrastructure supplied by the Network and Test Marketplace that agrees to grant other Members their Minimum Rights, that is also eligible to purchase KOHA tokens from the Toha Group.
Measurement	Records of specific activities carried out and associated indicators for each Milestone.
Measurement IP	Sets of Intellectual Property Rights for measurement of completion of tasks, achievement of outcomes and others. Also includes Templates.
Metadata	A set of data that describes and gives information about other data. For example, regarding a photo: information about the date, time and location where it was taken.
Milestone	Each milestone listed with respect to a Pledge Agreement, defining the delivery conditions of the Pledge, pursuant to a Pledge Template.
Minimum Rights	The rights guaranteed to Members in the Network as discussed fully in the Network Trust Policy.
Moral Rights	Each right is defined as a moral right in Part 4 of the Copyright Act 1994, and any similar rights capable of protection under the laws of any foreign jurisdiction.
Network	The Toha Network (the digital public infrastructure, Platform roadmap and connected ecosystem at the centre of which is the Data Trust and in which the Marketplace operates, as described in these Terms).
Network Cooperation Agreement	The private agreement (under development) between core Network entities (Toha Group) that ensures governance, management and operations of the Network, test marketplace and DPI Pilot are consistent with these Terms. The Network Cooperation Agreement is expected to become public upon listing of TOHA.
Network Disputes Resolution	The main process operated by the Data Trust to resolve disputes between Members.
Network Impact Dashboard	The overall aggregate metrics or indicators, published in real-time or periodically by the Data Trust based on measurement and analysis of the collective contribution of Members to shared targets and goals such as the Kunming Montreal Global Biodiversity Framework or the Paris Agreement. Facilitated by trusted default data sharing from Members to the Data Trust. Discussed fully in the Collective Impact Policy.
Network Purpose	Has the meaning as defined in Section 4.2 for consistency with the Network Cooperation Agreement.
Network Founders	The individual leaders who contributed to the formation of the Network on behalf of Indigenous peoples, local communities: Nathalie Rose Whitaker; Michael John Taitoko; Shaun Cameron Hendy; David John Hall; Sharon May Bryant; Robert Sydney Bryan O’Brien; James Hurst Mansell.
Network Operator	Toha Network Limited, a NZ limited liability company that is a wholly owned subsidiary of Toha Network Trust
Network Overseer	Toha Science, the independent advisory panel that operates as a sub-committee of the Toha Network Trust. In the future, by variation of the Network Cooperation Agreement, such advisory panel, new trust, partner entity, combination thereof, or an alternative arrangement put in place as the means of safeguarding trust in the Network products and services that rely on verifiable Data and safe access to Intellectual Property within the Network, for supporting governance mechanisms at Network level, including certification and disputes resolution.
Network Overseer Purpose	Has the meaning as defined in Section 4.4 for consistency with the Network Cooperation Agreement.
Network Service Provider	A Broker with additional agreements with the Toha Group to provide direct access to the Platform for issuance, transfer and settlement services to Contributors and Members, including funds and finance management for Buyers and Suppliers.
Network Terms of Service (Terms)	These Network terms of service, made available on Toha Network Public Information and updated from time to time.
Network Proposal	An idea, formal suggestion or potential project submitted by a core Network entity or Member for consideration, discussion, and potential decision-making by voting Members in the Network.
Network Treasury	All registered bank accounts of Network Service Providers holding proceeds of the sale or transfer of Tokens across the Network.
Network Vote	The process by which Members express their approval, disapproval, or preference to determine the outcome of a Network Proposal.
Ownership Ledger	The ledger of Pledge Owners, Claim Owners, Template owners and Token holders as applicable, maintained by the Network for the Test Marketplace.
Personally Identifiable Information (Personal Data)	Information that uniquely identifies, or is attributable solely to, an individual Contributor or Member, whether the Contributor or Member is an individual, corporate entity or other person.
Personnel	In relation to a party, it includes any employee, subcontractor, agent, officer, director, partner, principal, agent or officer of that party.
Pilot	A specific place where Members collaborate to research and develop the Network products and services necessary to regenerate the environment.
Platform	Digital public infrastructure, for impact measurement, data sharing, payments necessary to operate the Test Marketplace and the Network products and services for the benefit of all Members and Contributors. As built and operating or forecast for delivery according to a public roadmap.
Pledge (Pledge Agreement)	An agreement under which a Pledge Holder (which may represent Pledge Owners) commits to perform (or procure performance of) certain tasks to achieve certain Milestones while contributing Data and Intellectual Property Rights into the Network, pursuant to a Pledge Template.
Pledge Contractor	A third party designated by a Pledge Holder (through the Pledge Agreement) to contribute Data and Intellectual Property Rights into the Network to complete a Pledge.
Pledge Default	A Pledge Agreement that is in a non-compliant status during which rights and benefits to the Pledge Holder are limited as described in 13.11.
Pledge Finance	The Network support service and process for registered Members willing and able to finance approved costs of environmental regeneration in the Test Marketplace. Normally undertaken by externally registered Financial Service Providers through regulated financial products for the benefit of Suppliers in the Test Marketplace. Operationalised in the Test Marketplace as the “Pledge Pioneer Programme”.
Pledge Finance Agreement	An agreement under which an external Financial Service Provider commits to provide financial products and services to a Pledge Holder (which may represent Pledge Owners) to fund the fulfilment of activities and milestones within a Pledge Agreement.
Pledge Finance Holder	The individual or organisation that enters into a Pledge Finance Agreement for the benefit of financial products and services for fulfilment of activities and milestones within a Pledge Agreement for which they are a Pledge Holder.
Pledge Finance IP	Information, Data, and any other Intellectual Property Rights created or developed in the supply of Pledge Finance, or licensed for use in connection with the Pledge Finance to be reflected in a Pledge Report, owned by or licensed to Toha.
Pledge Finance Template	A recurring framework for external Financial Service Providers to offer an external financial product or service to Members via the Test Marketplace, including standard and customisable terms for use of available finance for Pledge activities and milestones within any constraints, repayment and interest terms outlined.
Pledge Holder	The individual or organisation that establishes the Pledge and holds the rights and responsibility to complete Milestones in the Pledge, as representative of the Pledge Owner(s). In the future the Network will include clear public guidance on nature as a direct Pledge Holder.
Pledge IP	Information, Data, and any other Intellectual Property Rights created or developed in carrying out the Pledge, or licensed for use in connection with the Pledge to be reflected in a Pledge Report, owned by or licensed to Toha.
Pledge Owner(s)	The party or parties to a Pledge Agreement with rights associated with a Pledge (including rights to any Claim Revenue linked to the Pledge), as recorded in the Ownership Ledger.
Pledge Owner’s Interest	Joint ownership as tenant in common with other Pledge Owners in the proportion specified for an individual Pledge Owner in the Ownership Ledger.
Pledge Template	A framework for Pledge delivery recorded and made available in the Marketplace, including a measurement framework that provides instructions for Data collection and measurement.
Pledge Transfer	A document or electronic process, as determined by Toha from time to time, permitting transfer of a percentage of the ownership in the Pledge, and including accession of a new Pledge Owner to the terms of the Pledge.
Policies	All supporting documentation to support the operation of the Network and Test Marketplace and encompass a wider framework of rules and guidelines ensuring data sovereignty, privacy, information security, consent-based sharing, equitable participation and benefit sharing, financial transparency, and compliance with ethical and legal standards to build trust and promote responsible collaboration in service to nature.
Privacy Law	Any applicable statute, regulation or subordinate legislation in force from time to time to which the relevant party is subject, and includes, without limitation, the Privacy Act 2020, the common law and any applicable codes or practice, directive, orders, guidelines or other requirements of any regulator having the force of law.
Purpose	Environmental regeneration as explored in the Collective Impact Policy.
Rights of Indigenous Peoples	Refers to all recognition and legal protection of Indigenous sovereignty, traditional knowledge, and stewardship over lands and resources, including any and all frameworks ensuring Indigenous leadership and participation in environmental decision making and conservation efforts. Discussed fully in the Network Trust Policy.
Rights of Local Communities	Refers to all recognition and legal protection of local community access to natural resources, participation in environmental governance and the ability to sustainably manage and benefit from their local ecosystems. Discussed fully in the Network Trust Policy.
Rights of Nature	Refers to the emerging recognition and legal protection of ecosystems and natural entities as rights-bearing subjects, ensuring their preservation and restoration to achieve sustainable development and biodiversity targets. Discussed fully in the Network Trust Policy.
Required Data	The Data specified in a Pledge Data Agreement that must be provided by Contributors to the Data Trust, within the terms and provisions specified in the linked Pledge.
Smart Contract	A computer program or transaction protocol that is intended to automatically execute, control or document events and actions according to the terms of an agreement.
Supplier	A Member or Contributor to direct environmental regeneration, commonly identified within a frontline community of farmers, landowners, catchment groups, Iwi, hapū, supply chains, local experts, regional support services and trusted experts.
Test Marketplace	An invitation-only private beta operation of the Marketplace, limited to a geographic area and currency as specified by the Data Trust.
Template	A type of Measurement IP that includes Pledge Templates and Claim Templates.
Template Developer	A Member (individual or organisation) who prepares and maintains a Claim Template or Pledge Template and licences it to Toha for use in the Network and Test Marketplace via a Template Licensing Agreement in exchange for fees.
Template Development	The Network service provided to Members to accelerate ecosystem products and services that reflect unique local requirements for environmental regeneration whilst achieving alignment with international standards for natural capital investment, nature finance, development finance and nature data markets. Operationalised in the Network as “the Template Accelerator”.
TIME	A type of digital asset exclusive to the Network that is issued as a time credit and as full and final settlement of an invoice provided by a Contributor for approved and verified work performed by the Contributor. Each unit of TIME is represented as a Token. See Section 7 for more information.
Time Value of Action (TVA)	This represents a core financial principle within the Network that asserts that actions taken today hold greater value than the same actions taken in the future. TVA serves as the “exchange rate” in which a MAHI can be converted to a TOHA (if and when enabled). It can be represented either as a multiplier or as a timestamp of registered action (i.e. the value of TIME attributed to that particular action).
Time Queue	A contribution ledger of unfunded action and time in service to nature across all Contributors in the Network, accounted for using the TIME token, where the oldest TIME tokens are first in the queue and the first interests were recorded by Network Founders in 2018.
TOHA	A type of digital asset exclusive to the Network that has a utility function within the Network, allowing holders to pay transaction fees and access, utilise and share the impact data. Each unit of TOHA is represented as a Token. Also called Toha Network Token. See Section 7 for more information.
Toha Group	Core Network entities of Toha Network Trust, Toha Network Limited, Toha Foundry Limited and Toha Science.
Token	A virtual asset encoded in a smart contract representing an asset or a utility. In these Terms, a Token includes MAHI, TOHA, TIME, and KOHA.
Token Agreement	A simple agreement for future Tokens (SAFT) or any alternative agreement in relation to the acquisition of Tokens or Token Vouchers, in the form determined by Toha from time to time.
Token Voucher	A voucher that may be exchanged for the Tokens upon their issuance, in accordance with the terms and conditions determined by Toha from time to time, including under a Token Agreement. This includes Token Vouchers for awarding MAHI, TIME, TOHA or KOHA.
Transfers	A core function of the Network and Test Marketplace giving Members the ability to transfer ownership of all or part of a Pledge or Claim (with corresponding rights) via a secondary sale transaction.
Trust Tasks	Distributed Data Authentication and Verification actions managed by the Network Operator using Pledge and Claim Templates, assigned and accessible by Members and Contributors in a Network trusted activity feed.
Trust Issue	Reporting information related to Network or Test Marketplace activity by the public (as a registered Contributor) to activate the Network Trust Policy.
Trusted Relationship	One-off or regular attestation of relationship-based trust between Contributors and Members.
Users	Members of the Network, including individual persons, organisations, Contributors, and any other entities that register, engage with or utilise the services, functionalities, or resources offered within the Network. This includes the holder of an Account where the context requires.
Verifiers	A registered User (individual or organisation), also a Member, approved by core Network entities and Members to undertake Verification on Templates or derivative Pledges and Claims in exchange for fees, agreed via a Network Service Provider registration. Commonly referred to as having “Trusted Verifier” status amongst Members in the Network and Test Marketplace.
Verification	The Network service and process for evaluating a statement of historical data and information to determine whether the statement is materially correct and conforms to applicable criteria. Normally undertaken by Verifiers agreed by a buyer and seller of Network products and services according to matching rules set by Templates.
Vision 2030	Collective impact goals of the Toha Network through to 31 December 2030 agreed by Network vote of Members, as discussed fully in the Collective Impact Policy.
Wallet	An application or device that enables the storage of the Buyer’s unique keys to the Tokens.

In these Terms, unless the context otherwise requires:

• words stated in the singular include the plural and vice versa;

• clause/section and headings are for convenience only and do not affect the interpretation of these Terms;

• a person includes company, partnership, joint venture, association, corporation, or other body corporate and any government agency as well as an individual;

• a party includes that party’s permitted assigns;

• including and similar words do not imply any limitation;

• references to any legislation include regulations and other statutory instruments under it and consolidations, amendments, re-enactments, and the corresponding provisions of any replacements or amendments of any of them;

• references to a document or agreement include that document or agreement as amended, supplemented, or replaced from time to time; and

• all monetary amounts are stated and are payable in New Zealand dollars.