Purchase Agreements & Disclosures

Verified Emission Reductions Purchase Terms

Effective Date: May 2026

Introduction. These Verified Emission Reductions Purchase Terms supplement the Master Subscription Agreement between Green Places, Inc. (“Greenplaces”) and Customer (the “Agreement”) and apply to each purchase of Verified Emission Reductions (“VERs”) or similar environmental attributes. For purposes of these terms, “Order Form” means the Order Form, Subscription Schedule, or other written purchase document executed between Greenplaces and Customer under which Customer has purchased VERs. Capitalized terms not defined herein have the meanings given in the Agreement. In the event of any conflict between these terms and the Agreement with respect to VERs, these terms control, except that the limitation of liability and indemnification provisions of the Agreement continue to apply.

  1. Representations and Warranties of Greenplaces. Greenplaces represents and warrants to Customer that, with respect to the Verified Emission Reductions (“VERs”) delivered to Customer hereunder: (i) it has not sold, transferred, or otherwise disposed of any VERs held for the benefit of Customer hereunder except as provided herein; (ii) each VER held for the benefit of Customer hereunder meets the specifications set forth in this Agreement; (iii) Greenplaces has good and marketable title to the VERs held for Customer hereunder; and (iv) all right, title and interest in and to the VERs held for Customer hereunder are free and clear of any liens, taxes, claims, security interests, or other encumbrances.
  2. Audit and Inspection. Greenplaces shall maintain adequate records to assist Customer in meeting any reporting requirements associated with the VERs. Greenplaces shall provide such records upon reasonable notice from Customer. If any such examination reveals any inaccuracy in any statement, the parties shall make the necessary adjustments promptly.
  3. Regulatory Event. If, due to the adoption of, or change in, any applicable law, or in the interpretation of any such law by final order of any judicial or government authority with competent jurisdiction, (either, a “Regulatory Event”) it becomes unlawful for a party to perform any material obligation under this Agreement, (i) the parties will use reasonable efforts to reform this transaction in order to give effect to the original intention of the parties or allow Customer to claim the benefit of the environmental attributes of the VERs pursuant to another program if possible; or (ii) at either party’s sole discretion, either party may terminate this Agreement in which case Greenplaces will immediately provide a full refund to Customer of amounts paid hereunder for any VERs that Greenplaces has not purchased for the benefit of Customer, and neither party shall have any further liabilities hereunder.
  4. Further Assurances.  Each party shall provide the other party any reasonably requested information or documentation required to effect a transfer of the benefits represented by the VERs held by Greenplaces for the benefit of Customer pursuant to the terms of this Agreement and will otherwise comply with any and all applicable procedures and requirements of applicable law relating to the transfer.

At Greenplaces, we are committed to upholding the highest environmental standards in the purchase of carbon credits for the GP Portfolio on behalf of our clients. Here’s how it works:

Portfolio Management:

Greenplaces maintains a portfolio of carbon credits by purchasing offsets through verified brokers. These credits are acquired and retired in Greenplaces’ name and then assigned to our clients. Unless requested otherwise, the credits are not retired in our clients’ names.
Trusted Brokerages: We work with reputable brokerages who directly purchase offsets from established and third-party verified registries such as Verra, ACR, Climate Action Reserve, and Gold Standard. To ensure an additional layer of assurance, we collaborate with our brokerages to seek secondary ratings from agencies like Sylvera and BeZero.

Greenplaces Core Portfolio Criteria:

We follow specific criteria for our core portfolio, where each project is evaluated across the following key factors:

  • Additionality: Assessing whether the project would happen without financial support.
  • Permanence: Evaluating the project’s ability to sequester carbon for at least 1000 years.
  • Verifiability: Determining the level of certainty and measurability of the project’s impact.
  • Vintage: Considering the age of the project (favoring newer projects but conducting further research).
  • Co-Benefits: Identifying positive social and environmental impacts beyond carbon reduction.
  • Low Environmental Risk: Ensuring that the project poses minimal risk to the environment.

Specifications and Considerations:

To support our recommendations, we ask our brokers for the following:

  • Carbon offsets from Verra, ACR, Climate Action Reserve, or Gold Standard registries.
  • Project Information Sheets for each offset.
  • Ratings details from BeZero or Sylvera.
  • Exclusion of projects with known environmental degradation risk (e.g., hydropower plant projects).
  • Exclusion of projects with known additionality, permanence, or verifiability issues (e.g., certain afforestation projects).
  • Balancing cost by supporting both low-cost offsets in less developed countries and higher-cost projects on emerging technologies or in developed countries.
  • We also follow guidance from the GHGMI on the relative risk of carbon offset projects by type in our consideration of our own portfolio and in how we guide custom purchases

Exceptions, New Tech & Innovative Projects:

We recognize the importance of investing in solid known projects as well as scientific research and innovative technologies for environmental offsets, such as biochar. We also accommodate specific client requests, considering their preferences for particular project types or locations outside our GP Portfolio.

We avoid projects with low scores in additionality or environmental risk. We encourage clients to review project profiles, ratings, and assurances in collaboration with our leadership team. While direct verification of all project attributes is challenging, we rely on ratings agencies, verifiers, and information provided by the projects themselves to assess project quality.

In summary, at Greenplaces, we strive to select high-quality carbon offset projects that align with our rigorous criteria and support our clients’ environmental goals.

GP Carbon Credit Internal Purchasing and Tracking

Purchasing Process

  • Greenplaces has a Carbon Credit Committee comprised of:
    • CEO
    • Head of Sustainability
    • Director of Operations
    • Representative from CX
    • Representative from Sales
  • GP Carbon Committee uses a carbon credit tracker and purchasing worksheet to review upcoming needs. Sales & CX can add upcoming needs
  • GP Carbon Committee meets quarterly to review credits needed
  • GP Carbon Committee makes quarterly purchases of +/- 15000mT for the general portfolio through a broker
  • Director of Operations makes the purchase and transfers funds to broker
  • Broker purchase and retires credits in Greenplaces name
  • GP Carbon Committee updates tracker
  • GP Carbon Committee updates project fact sheets and shares with CX & Team
  • CX reviews fact sheets
  • CX creates carbon certificates in platform
  • Regular auditing of purchase and certificates
Compliance with AB 1305 - Voluntary Carbon Market Disclosures

At Greenplaces, we are committed to transparency and compliance with the requirements of California’s Assembly Bill No. 1305 (AB 1305), governing voluntary carbon market disclosures. In line with this commitment, we provide the following information:

  • Details of Carbon Offset Projects: We disclose comprehensive information about each carbon offset project we market or sell, including:
    • The protocols used for estimating emissions reductions or removal benefits.
    • Project locations and timelines.
    • Start dates and quantities of emissions reductions or removals.
    • The type of project (carbon removal, avoided emission, or both) and applicable standards.
    • Durability period and independent validation or verification details.
    • Annual emissions reduction or carbon removal data.
  • Accountability Measures: If a project fails to complete or achieve projected emissions reductions/removal benefits, we outline our actions, either directly or through contractual obligations, including measures for reversed carbon storage projects or non-materialized future emissions reductions.
  • Data and Calculation Methods: We disclose the data and methodologies enabling independent reproduction and verification of the number of emissions reduction or removal credits issued.
  • Claims of Net Zero Emissions or Carbon Neutrality: For any entity using our offsets to claim net zero emissions or carbon neutrality, we provide:
    • Details of the business entity selling the offset and the offset registry or program.
    • Any support required for said entity to seek independent third-party verification of company data and claims including recommendations of firms and support during the audit and verification process.

All information is updated annually to ensure ongoing accuracy and compliance.