Terms & Conditions

Pangaea Tree Ltd

Terms and Conditions

  1. With limited exceptions as disclosed below in these terms and conditions (the “Terms”), all disputes between you and Pangaea Tree Ltd, an Ontario corporation (including all its affiliates, the “Company,” “we” or “us”) arising out of or relating to these Terms or to your contribution (a “Contribution”) related to our trees (a “Dispute”) will be resolved by BINDING ARBITRATION. As provided in these Terms, YOU WAIVE YOUR RIGHT TO bring a class or representative action or otherwise GO TO COURT in any Dispute.  Your rights in any Dispute will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims must be brought individually and not as a class or representative action.  Please review Section 17 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to individually arbitrate any Dispute with the Company.  These Terms constitute a legal agreement between you and the Company.  By using the Member website, you agree to these Terms.
  1. All references to “you” or “your,” as applicable, mean the person who contributed and each of your heirs, assigns, and successors. If you are an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to these Terms, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” shall refer to that entity.
  1. The Company commenced a strategy for the planting, growing and harvesting Paulownia trees (the “Trees”).Please note that your Contribution is not expected to be tax deductible in any jurisdiction.  The Company is not making any representations as to the tax treatment of your Contribution.  Please consult your own tax advisor if you have any questions regarding the tax treatment of your Contribution.  By contributing, you agree that you have read and understand the Business Plan and these Terms and agree to be bound by them.
  1. The Company intends to grow and harvest the Trees in its proposed plantation (the “Plantation”).The Company intends to hire local people to work on the Plantation, maintain the Trees and harvest the Trees when mature (“Employees”).
  1. As provided in greater detail in these Terms, you agree and acknowledge these material terms:
    1. By contributing, you are not receiving any ownership interest in the Plantation or any Trees.
    2. None of the Company nor any of its employees, agents, officers, directors or owners have made any representations to you that your interest in any trees will generate any income or losses for tax purposes.
    3. Disputes arising under these Terms will be resolved by binding individual arbitration.
    4. Upon receipt of an electronic order, Pangaea Tree Ltd will immediately confirm receipt of the order. The confirmation of receipt does not represent a binding acceptance of the order.
    5. Any order will be subject to correct and timely delivery by our suppliers. The Company is not responsible for non-delivery caused by failure of a supplier to deliver or any other supply chain failures. If, for any reason, the Company is unable to receive delivery, we will let you know immediately about the non-availability of the service and we will refund your order funds immediately to the address specified in the order, if already paid.
    6. The Company will convert any contribution we receive in a foreign currency into US dollars at the exchange rate set by our bank on the date received.
    7. The Company will produce seedlings in lots of 100. Only then will the Company plant the seedlings in its plantation. There may be some delay between an order and actual planting. Once planted, the Company will send you a certificate that will include the exact location of your sponsored tree. You may, if you wish, visit the plantation upon five business days notice.
    8. A customer will have 14 days to rescind any order. After that period, a Company representative will call you and record the conversation to ensure that you are satisfied with the transaction.
  1. Accounts, Registration and Use.
    1. To receive periodic information about the Plantation and the Trees, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your name, credit card information, e-mail address, phone number, or other contact information). You agree that the information you provide to us is accurate, current, and complete, and that you will keep it up to date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us at info@pangaeatreeltd.com. The Company is not liable for losses, damages, liability, expenses, and lawyers’ fees incurred you from another person’s unauthorized use of your account.  You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account.Scope of License.If you register for an account, your account and any information you receive related to your account is licensed, not sold, to you for use only under the terms of this license.  The Company reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with these Terms, the Company hereby grants you a personal, limited, non-sublicensable, non-transferable, and revocable license to access our member website on compatible devices that you own or control, solely for your own personal, non-commercial use, and only in a manner that complies with all legal requirements that apply to you or to your use of the member website.  The Company may revoke this license at any time, for any reason, in its sole discretion.
  1. Disclaimer of Warranties
  1. THE COMPANY DISCLAIMS ALL WARRANTIES STATED OR IMPLIED REGARDING ANY DAMAGE TO THE PLANTATION OR THE TREES CAUSED BY WAR, TERRORIST ACTS, POLITICAL INSTABILITY, DISEASE, WEATHER, FLOODS, FIRE, EARTHQUAKE AND ALL OTHER “ACTS OF WAR” AND “ACTS OF GOD” AS SUCH TERMS ARE DEFINED AS BROADLY AS POSSIBLE.THE COMPANY CAN GIVE NO ASSURANCES THAT ITS WORK ON THE PROPOSED PLANTATION WILL BE PROFITABLE OR, EVEN IF PROFITABLE, WILL RESULT IN ANY DISTRIBUTIONS TO DONORS FOR ANY REASON WHATSOEVER.
  2. YOUR DONATION AND YOUR USE OF THE MEMBER WEBSITE ARE AT YOUR SOLE RISK, “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY THE COMPANY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MEMBER WEBSITE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE MEMBER WEBSITE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE MEMBER WEBSITE OR ANY PRODUCTS OR MATERIALS OBTAINED BY YOU THROUGH THE MEMBER WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE MEMBER WEBSITE OR THE SERVER(S) THAT MAKE THE MEMBER WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  1. Limitation of Liability
  1. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY TO YOU EXCEED THE CONTRIBUTION YOU ACTUALLY MADE TO THE COMPANY, OR $1,000, WHICHEVER IS LESS. IN NO EVENT SHALL THE COMPANY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF THE COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. THIS LIMITATION OF LIABILITY SECTION APPLIES FULLY IN ALL JURISDICTIONS IN WHICH THE COMPANY SOLICITS OR RECEIVES ANY DONATIONS.
  1. Third Party Service Providers.
    1. THE COMPANY IS NOT RESPONSIBLE FOR ACTS OR THE RESULTS OF SUCH ACTS OF ANY THIRD-PARTY SERVICE PROVIDERS THE COMPANY MAY ENGAGE FOR THIS PROJECT. AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH THIRD-PARTY SERVICE PROVIDERS.THE COMPANY WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, BETWEEN YOU AND ANY THIRD-PARTY SERVICE PROVIDERS.  RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING SERVICES OFFERED VIA THE MEMBER WEBSITE (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH YOU.  IN ADDITION, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTIES, AND YOU EXPRESSLY WAIVE AND RELEASE THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE MEMBER WEBSITE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE MEMBER WEBSITE.
    2. THE QUALITY OF THE THIRD-PARTY SERVICE PROVIDER PROVIDING SERVICES TO THE PLANTATION OR THROUGH THE USE OF THE MEMBER WEBSITE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD-PARTY SERVICE PROVIDER WHO ULTIMATELY PROVIDES SERVICES TO YOU.
  1. Your Use of the Member website.To use the Member website, you agree to the following:
    1. The Member website, including any content that forms part of the Member website, contains proprietary content, information and material that is protected by applicable intellectual property and other laws, including copyright;
    2. You will not violate, or encourage others to violate, any right of the Company or a third party, including by infringing or misappropriating any Company or third-party intellectual property right, or otherwise engage in the unauthorized use of any proprietary content, information or materials;
    3. You agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Member website without our prior written authorization;
    4. You agree not to perform any fraudulent activity, including impersonating any person or entity, or accessing any other Member website account without permission;
    5. You agree not to use any robot, spambot, spider, crawler, scraper or other automated means or interface not provided by us to access the Member website or to extract data;
    6. You agree not to use the Member website in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other person, and that the Company is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive because of using the Member website; and
    7. You agree not to introduce viruses, time-bombs, worms, cancelbots, trojan horses and/or other harmful code into the Member website.
  1. The Company may send you emails concerning our products and services, as well as those of third parties.  You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.
  1. E-SIGN Disclosure. You consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by contacting us at info@pangaeatreeltd.com with “Revoke Electronic Consent” in the subject line.  To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device.  For a free paper copy, or to update our records of your contact information, please contact us at info@pangaeatreeltd.com with contact information and the address for delivery.
  1. You are responsible for your decision to make a Contribution to this Project and to use the Member website, and you agree to defend (at our option), indemnify, and hold harmless the Company and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:
    1. Your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
    2. Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or
    3. Any dispute or issue between you and any third party, including any Third-Party Service Provider or other third-party.
    4. The Company reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If you assume the defense or settlement of any claim, the Company may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that you are defending on behalf of the Company without the Company’ prior written consent.
    5. This provision does not require you to indemnify the Company for any unconscionable commercial practice by such party, or for such party’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with your Contribution, your participation in this Project or your use of the Member website.
    6. You agree that the provisions in this section will survive any termination of your account, or your participation in this Project.
    1. The Company may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. By way of example only, such communication may be a general notice on the Member website or via email to the email address listed on your Byte to Bite account. It is your obligation to update your account information so that we may contact you as may be necessary. Such notice shall be deemed to have been given 48 hours after dispatch. If physical notice (e.g., US Mail) is used, then such notice shall be deemed to have been given 7 days after dispatch.
    2. Except as explicitly described in the Dispute Resolution and Arbitration section, you may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to the Company at the following address:401 Bay St., Suite 2702, Toronto, Ontario, Canada, M5H 2Y4.
  1. You may not assign or transfer your Contribution or any rights inherent in the Contribution, in whole or in part, by operation of law or otherwise, without our prior written consent.  We may assign these Terms in whole or in part at any time to any entity without your notice or consent.  Any purported assignment by you in violation of this Section 15 shall be void.
  1. Term and Termination of Agreement.These Terms are effective until terminated by you or the Company as described below.  Your rights under these Terms will terminate automatically without notice from the Company if you fail to comply with any of these Terms (including by violating any license restriction contained in these Terms).  In addition, the Company may in its sole discretion terminate your user account on the Member website or suspend or terminate your access to the Member website at any time without notice.  We also reserve the right to modify or discontinue the Member website at any time (including by limiting or discontinuing certain features of the Member website) without notice to you.  We will have no liability whatsoever on account of any change to the Member website or any suspension or termination of your access to or use of the Member website.  You may terminate these Terms at any time by closing your account.
  1. Dispute Resolution and Arbitration
    1. The Company is not a party to, is not involved or interested in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other Contributor, any Third-Party Service Provider, or other third party. Disputes between you and the Company are subject to this Section 17. You and the Company agree that these Terms affect interstate commerce and that the Federal Arbitration Act (or any similar arbitration act or rule in the Contributor’s legal jurisdiction) governs the interpretation and enforcement of the arbitration provisions in these Terms.
    2. You and the Company agree that every Dispute arising related to your Contribution, or these Terms, will be resolved by binding individual arbitration. Arbitration is more informal than a lawsuit in court.  Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts.  While the parties will be permitted to engage in discovery or exchange of non-privileged information relevant to the dispute, arbitration may allow for more limited discovery allowed for in court.  Arbitrators can award the same damages and relief that a court can award.  Your agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of your Contribution, these Terms, use of the Member website, or your relationship with us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms.
    3. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO GO TO COURT OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

The Company’ address for any notice is: 401 Bay St., Suite 2702, Toronto, Ontario, Canada, M5H 2Y4.  The Notice must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”).

  1. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within thirty (30) days after we receive the Notice, you or the Company may commence arbitration proceedings. Details on how to start and conclude any dispute are available upon request
  1. Modification of these Terms.
    1. We reserve the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted through the Member website, except as set forth below. These Terms identify the date of last update.  Your use of the Member website following any such change constitutes your agreement to be bound by the modified Terms.
    2. Material changes to these Terms will be effective thirty (30) days from posting of such change.
    3. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose. We encourage you to review these Terms frequently to stay informed of the latest modifications.
    1. You acknowledge and agree that you may have direct or indirect access or exposure to the Company’s confidential information (“Confidential Information”). Confidential Information includes the Company’s current Business Plan, data, provider IDs, user information, Donor identification and information, and the Company’s marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that the Company designates as being proprietary or confidential or that you should reasonably know to treat as confidential.
    2. You acknowledge and agree that: (1) all Confidential Information shall remain the Company’s exclusive property; (2) you shall not use Confidential Information for any purpose except in furtherance of your Contribution and the Company’s business; (3) you shall not disclose Confidential Information to any third party; and (d) you shall not store or keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the voluntary termination of your Contribution or at our request.
    3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (1) is or becomes part of the public domain through no action or omission by you; (2) was possessed by you prior to your use of the Member website without an obligation of confidentiality; or (3) is disclosed to you by a third party having no obligation of confidentiality with respect thereto.
  1. General
    1. Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and the Company agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within the County of New York for the purpose of litigating any Dispute. No joint venture, partnership, employment, or agency relationship exists between you, the Company, or any third-party provider because of the Terms or your Contribution.
    2. Waiver and Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be fully enforced under law. The failure of the Company to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.
    3. Entire Agreement. These Terms comprise the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.
    4. You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

In the event that negligence on our part results in any damage or harm to your tree, we will provide a replacement tree of a similar age. However, we cannot be held liable for any indirect, consequential, or incidental damages arising from such incidents. It is important to note that we take every precaution to ensure the safety and wellbeing of your trees, but accidents can still occur.

Our contact information

These general terms and conditions apply to Pangaea Tree Ltd, 401 Bay Street, Suite 2702 Toronto, Ontario. M5H 2Y4. Canada. Tel: +1 647 805 5154. Email: info@pangaeatreeltd.com