These terms and conditions (the "Terms and Conditions") constitute a binding agreement between you, either personally or on behalf of an organization, and Toroto, S.A.P.I. de C.V. ("Toroto", "we" or "us"), in connection with your access to and use of the Services (as defined below) and the Websites (as defined below).

These Terms and Conditions apply to any person or entity visiting, using or accessing our Websites or Services. By accessing or using the Web Site and/or the Services, you agree and represent that you have read, understand and agree to these Terms and Conditions. If you visit, use or access our Services on behalf of, by commission or agency of any other person or entity, you represent that you have the capacity and authority to bind yourself under this Agreement on behalf of, by commission or agency of such other person or entity.

The websites covered by these Terms and Conditions include, without limitation, http://www.toroto.com, as well as any other media linked or otherwise connected to such website, as well as any Toroto mobile application (the "Websites").

These Terms and Conditions apply to and govern interactions between you and Toroto, through the following mechanisms, actions, and activities (the "Services"): through the Websites; (ii) through email, text messaging, or any other online or digital communication with Toroto; (iii) through the purchase or sale of Carbon Offsets; (iv) through leveraging nature-based solutions, ecosystem services restoration and regeneration, climate consulting; and (v) through leveraging any other services provided by Toroto.

In order to use the Services, you must be at least 18 years of age or the age of majority in the jurisdiction of your residence, and be entitled to be bound by these Terms and Conditions.

1. Acceptance of Terms and Conditions

1.1 Binding Agreement: These Terms and Conditions constitute a legally binding agreement between you (the "User") and Toroto with respect to your use of our Websites and purchase of our Services.

1.2 Modifications: Toroto reserves the right to modify, update or replace these Terms and Conditions at any time and at its sole discretion. Modifications, updates or replacements will be effective upon posting on our Websites. Your continued use of the Websites and/or the Services shall constitute consent to such modifications, updates or replacements. You are encouraged to periodically review these Terms and Conditions to be aware of any changes.

1.3 By visiting, using, or accessing our Services, you agree that we have no control over, and shall not be responsible or liable for: (i) the content and information provided by third parties, nor for its quality, truthfulness, accuracy, correctness, validity or legality; nor (ii) the completeness, liability or actions of third parties.

2. Services

2.1 Description: Toroto offers climate and environmental project services related to the sale of carbon credits, restoration and regeneration of ecosystem services, and climate consulting. Descriptions of specific services and products are available on our website.

2.2 Project information: Toroto uses commercially reasonable efforts to adhere to the most robust international quality and integrity standards in the marketplace, so we strive to provide the most accurate information about our projects possible, however, this includes estimates and approximations, and we cannot guarantee the accuracy or reliability of project information in its entirety. Under this agreement, you acknowledge that we shall not be liable for any inaccuracies or inconsistencies reflected in any information about our projects and/or services. In addition, we reserve the right, at our sole discretion, to limit or modify the scope and nature of the information we present in our projects.

2.3 User Information: Any information you provide to us must be complete, truthful and accurate. You are solely responsible for your activity on our Websites. We reserve the right to terminate, deactivate or suspend any Service, at any time in our sole discretion, with or without cause, without prior notice, and without liability to Toroto. Upon any termination, these Terms and Conditions shall remain in full force and effect with respect to all provisions of these Terms and Conditions except for those provisions granting the right to use and access the Services. In the event that you access the Services through the use of third party services or sites, including social media, you grant us permission to access and make use of and store your information on such third party services or sites, including social media. You agree that Toroto shall not be responsible for any information that is made available to us in violation of the privacy policies applicable to such third-party services or sites, including social networking sites.

3. Intellectual Property

3.1 Proprietary Rights: All intellectual property rights related to our Websites and the Services, including, without limitation, copyrights, trademarks, logos, trade names, information, copies and any other material or content, are the exclusive property of Toroto or the respective owners.

3.2 Restricted Use: Unauthorized use or reproduction of any content or material on our website without Toroto's prior written consent is strictly prohibited.

3.3 Third Party Content: Our Site may contain links to other websites ("Third Party Websites"), as well as articles, photographs, text, graphics, images, designs, video, information and other content or items owned by or originating from third parties ("Third Party Content"). We do not investigate, monitor or check the accuracy, suitability or completeness of third party websites or third party content, and we are not responsible for third party websites accessed through our site, nor are we responsible for the privacy practices or other policies of third party websites or third party content. If you decide to leave our site and access third-party websites or use or install any third-party content, you do so at your own risk, and you should be aware that these Terms and Conditions no longer apply.

For more information about the intellectual property of our website, please visit our Copyright and Intellectual Property section.

4. Limitation of Liability; Indemnification

4.1 Exclusion of Warranties: Toroto makes no express or implied representations or warranties regarding the accuracy, completeness, availability or suitability of our Websites and/or Services. Your use of our Websites and purchase of our Services is at your own risk. The Services are provided on an "as is" basis. Without limiting the generality of the foregoing, we do not warrant that: (i) any content provided on or through the Services will be accurate, valid, legal, current, truthful or correct; (ii) the Services will meet your expectations; (iii) the Services will be available at any particular time or location, or will be uninterrupted or secure; (iv) any defects or errors in the Services will be corrected; or (v) the Services will be free of viruses or other harmful components.

4.2 Limitation of Liability: In no event shall Toroto be liable for any direct, indirect, incidental, special, or consequential damages, including, without limitation, any loss, including loss of profits, data or interruption, arising out of the use, or inability to use our Websites and Services.

4.3 Third Party Liability: Toroto does not warrant, endorse or assume responsibility for any products or services advertised or offered by any third party through the Services or any hyperlinked website or service, and Toroto will not be a party to or in any way review any interaction between you and any third party arising out of or related to your use of the Websites or the Services.

4.4 Indemnification: To the fullest extent permitted by law, you agree to indemnify, hold harmless and hold harmless Toroto and its directors, officers, shareholders, board members, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts and expenses (including, without limitation, all legal fees and expenses) arising out of: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of these Terms and Conditions; (iii) your violation of any third party rights, including, without limitation, any privacy rights or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (vi) third parties access to and use of the Services with your account or login information; and/or (vi) your willful or intentional misconduct or negligence.

5. Prohibited Activities

You may not access or use the Websites for purposes other than those we provide. The Services we provide may not be used in connection with any commercial activities except those that are specifically endorsed or approved by us. As a user of the Websites and the Services, you agree not to engage in any of the prohibited conduct:

• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, database or directory without our written permission.
• Make any unauthorized use of the services or content we provide.
• Engage in the unauthorized creation of links to the site from elsewhere.
• Use the services or content of our site as part of any effort to compete with us.
• Use the site for any revenue-generating or similar efforts.
• Use any information obtained from the site to harass, abuse or harm another person.
• Harass, annoy, intimidate or threaten any of our employees or agents charged with providing any of our services to you.
• Remove any copyright or other proprietary rights notices from any content we post on the site.
• Disparage or otherwise harm our opinion, our work, ourselves and/or the site.
• Use the site in a manner contrary to applicable laws or regulations.
• Copy, distribute or disclose any aspect of the Services by any means, including any automated or non-automated scraping.
• Use any automated system, including "robots", "spiders", "offline readers", etc., to access the Services.
• Detain the identity of any person in an unauthorized manner.
• Reverse engineer or decompile any component of the Services.

6. Privacy Policy

Toroto cares about the privacy and security of your information. By using the Websites or the Services, you agree to our Privacy Policy, which can be found on our Websites and is incorporated into these Terms and Conditions.

Please note that our Websites are hosted in Mexico. If you access the Websites from any other region of the world with laws or subject to other requirements governing the collection, use or disclosure of personal data, then, through your use of the Websites, you are transferring that data to Mexico, and you agree to have your data transferred to and processed in Mexico.

We will retain certain data that you transmit to the site for the purpose of managing the operation of the Services and will treat such data in accordance with our Privacy Policy. By agreeing to these Terms and Conditions, you agree that we have no liability for any loss or corruption of such data, and you hereby waive any right of action against us arising from any loss or corruption of such data.

The transmission of information via the Internet is not completely secure and, therefore, we cannot guarantee that unauthorized third parties will not use your personal data for improper purposes. You acknowledge that you provide your personal data at your own risk. Any actual or attempted use of the Services by you in violation of these Terms and Conditions may result in criminal and/or civil prosecution. Toroto reserves the right, in its sole discretion, to review, monitor and/or record any information related to your use of the Services without prior notice or permission from you, including without limitation.

For more information, please see our Privacy Policy.

7. Feedback

Under these Terms and Conditions you acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relating to the Website or the Services that you provide to us is non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of the feedback for any lawful purpose, commercial or otherwise, without acknowledgment or compensation. You hereby waive all moral rights in such comments, opinions, and the like set forth above, and hereby warrant that such comments, opinions, and the like are original, your own, or that you have the right to submit them. You agree that there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your feedback.

To submit any comments, questions, suggestions and the like, please review the following subsection where you will find our contact information.

8. Contact and Communications

During your use of our Services, we may request your consent to contact you by telephone, including by text message. By granting such consent, you authorize Toroto to contact you by such means, including through automated means and/or artificial intelligence (to the extent permitted in your jurisdiction of residence).

You may revoke such consent by emailing us at hola@toroto.mx. Receiving your consent to contact you is not a requirement or condition of your use of our Services.

You consent that we have the right to monitor and record telephone conversations for quality of service purposes, and for our protection. If you provide us with your email address, you consent to our use of your email address to contact you in connection with the Services and with any other notices of a non-commercial nature, including notices of a legal nature, in lieu of personal or physical mail communications; and such consent shall not be revocable.

To resolve any complaints, questions or comments regarding our Websites and Services, as well as to request further information, please contact us:

9. General Provisions

9.1 Applicable Law and Jurisdiction: Toroto controls and operates the Services and the Websites from Mexico. Toroto makes no representation that the Services or materials available through the Services are appropriate or available for use in locations outside of Mexico. Those who choose to access the Websites and the Services from other locations do so on their own initiative and are responsible for compliance with all laws of Mexico as well as local laws, to the extent local laws are applicable. Except as otherwise provided by applicable law, these Terms and Conditions and any controversy or dispute arising hereunder shall be governed by the laws of Mexico. In the event of any controversy or dispute, you submit to the exclusive jurisdiction of the courts of Mexico City, waiving any other jurisdiction or forum that may be applicable to you for any reason.

9.2 Electronic Contracting: These Terms and Conditions, as well as the assumption of any obligation derived from them, may be entered into through digital means, data messages, information systems or any other digital form and, consequently, shall have the same legal effects as an original signature of these Terms and Conditions.

9.3 Waivers and Invalidity: Except as otherwise expressly provided, the failure or delay by Toroto to exercise any right or power provided for in these Terms and Conditions shall not be deemed a waiver of the respective right or power. In addition, the partial or individual exercise of any right, power or remedy shall not prohibit any subsequent exercise or exercise of any other right, power, or remedy. In the event that any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable for any reason, including through a judgment or interpretation of applicable law by a court of competent jurisdiction, the remaining terms and provisions of these Terms and Conditions shall remain in full force and effect, to the extent that the economic and legal substance of the transactions contemplated hereby are not affected in a manner materially adverse to either party. Upon the determination of invalidity, illegality or unenforceability of any clause or provision, its effect shall be such that the original intent of the parties shall prevail to the extent possible in an acceptable manner so that the transactions contemplated by these Terms and Conditions shall be carried out in accordance with the original intent.