These terms of use govern your use of the Neutral carbon offset subscription program and associated websites, and mobile applications (collectively, the “Services”) operated by Interstate Gas Supply, Inc. (“Company,” “We,” or “Us”). These terms of use together with our Privacy Policy and any additional terms that you may be provided (collectively, the “Terms”) constitute your complete agreement regarding your use of the Services. By using the Services, you agree to the Terms. We may modify the Terms at any time by posting the revised Terms to our website. Your continued use of the Services means that you have accepted the changed terms.

Eligibility. The Services are offered and available to consumers who reside in the United States; and may not be used by businesses or for commercial purposes. You represent and warrant that you are: a) of legal age to form a binding contract with the Company, b) have read, understood, and agree to be bound by these Terms, and c) meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use the Services.

Neutral’s subscription-based Carbon Offsets. After you complete the Neutral questionnaire, the answers you provide will be used to calculate an approximation of your personal CO2 emissions (your carbon footprint). By subscribing to our monthly subscription service, We agree to offset the amount of your personal carbon footprint (as determined by your answers to the questions provided in the questionnaire) by purchasing equivalent carbon offsets.

Nature of Carbon Offsets. Each carbon offset represents the reduction of greenhouse gas emissions (1 metric ton of carbon dioxide) that are avoided by a project that meets certain standards, including but not limited to, Verra or Climate Action Reserve. The technologies and methods used to supply the carbon offsets, the specific projects, or any combination or mix thereof, will be determined by Us, in our sole discretion. You will not directly receive carbon offsets; we will purchase and reconcile the carbon offsets no less than annually. During reconciliation, Interstate Gas Supply, Inc. will retire all offsets in its own name on your behalf. Notwithstanding the foregoing, You are responsible for greenhouse gas emission reductions equivalent to the amount that You purchased under the Services. Your carbon footprint will be an estimation only, dependent upon the answers that you provide to the questionnaire. As such, the amount of carbon offsets that we purchase and retire may not correspond with your actual carbon footprint. Your subscription will continue to be based on your initial carbon footprint calculation unless you cancel your subscription pursuant to these Terms and re-subscribe to a different monthly subscription amount.

Term; Cancellation. Your subscription to the Services will begin as soon as you have completed the enrollment process, submitted payment, and received a payment confirmation. Your subscription will automatically renew on a month-to month basis, at which time the payment method that you provided at sign-up will be automatically charged, until the subscription is cancelled. You may cancel your subscription at any time online within your account, by emailing us at hello@neutral.io, or sending a paper notice to Interstate Gas Supply, Inc., Attn: Neutral, 6100 Emerald Parkway, Dublin, OH 43016. The termination will be effective at the end of the monthly term commencing ten (10) business days after receipt of your notice. We may cancel your subscription before an automatic renewal by providing you at least ten (10) business days’ notice before the effective date of cancellation. Additionally, IGS may cancel your subscription immediately for your non-payment, misrepresentation, fraud, or violation of these Terms. Because this is an online-based program, we are required to communicate via email, through the Services website, or via other electronic means. Your consent to receive notifications from us electronically is a condition of your continued use of the Services, and we reserve the right to terminate your subscription if you do not provide or revoke consent for electronic communications.

Purchase Price. You agree to pay for the subscription at the purchase price and using the payment method specified at the time of the online transaction and in accordance with these Terms. We reserve the right to change our subscription pricing by providing thirty (30) days’ notice to you. If you do not terminate your subscription within thirty (30) days of such written notice, you will be charged the increased purchase price. Sales tax will be added to your purchase price unless You provide Us an applicable tax exemption certificate.

Representation & Warranty. We represent and warrant that, at the time of the retirement of any carbon offsets: (a) We have good and marketable title to such carbon offsets; (b) all right, title and interest in and to such carbon offsets are free and clear of any liens, taxes, claims, security interests or other encumbrances; and (c) the carbon offsets have not been sold to any other person or entity.

DISCLAIMER OF WARRANTY. WE DO NOT GUARANTEE THAT CARBON OFFSETS WILL BE RELATED TO SPECIFIC PROJECTS. ALL OTHER REPRESENTATIONS OR WARRANTIES, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE ARE DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY HEREUNDER WITH RESPECT TO ANY FUTURE ACTION OR FAILURE TO ACT OR APPROVAL OR FAILURE TO APPROVE BY ANY GOVERNMENTAL AUTHORITY.

LIMITATION OF LIABILITY. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES YOU PAID TO US UNDER THESE TERMS IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL WE BE LIABLE TO YOU FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOST PROFIT OR BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT, CONTRACT OR OTHERWISE.

Delivery of Documents and Notices.We will deliver any documents and any notices to you in electronic format only (for example, via the email address that you provide to us). You will inform us of any change to your email address; otherwise, IGS will continue to rely on the email address that you provide. You may update your email address online within your account, by emailing us at hello@neutral.io, or sending a paper notice to Interstate Gas Supply, Inc., Attn: Neutral, 6100 Emerald Parkway, Dublin, OH 43016. Support. You may contact Customer Support at hello@neutral.io with any concerns related to use of this Website and the services provided herein. Dispute Resolution and Class Action Waiver. Any dispute or claim arising out of or related to the Services or Terms will be settled by binding arbitration administered by the American Arbitration Association using its consumer arbitration rules (the “Arbitration Rules”). The arbitration shall be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Either party may bring a claim in small claims court to the extent permitted by the Arbitration Rules. If the amount in controversy is less than $10,000, the parties agree that the dispute will be decided on the basis of written submissions without a hearing. The decision of the arbitrator will be final without option to appeal. To the fullest extent permitted by law, the arbitrator shall not have the power to award punitive, special, consequential, or indirect damages against any party. Arbitration costs and fees shall be divided in accordance with the Arbitration Rules. Each party shall be responsible for paying its own attorneys’ fees, costs, and expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. No disputes may be arbitrated on a class or representative basis and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY AGREEING TO THESE TERMS, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO JOIN CLAIMS OR DISPUTES WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION, CLASS ARBITRATION, OR SIMILAR PROCEDURAL DEVICE; AND WAIVES ANY RIGHT IT MAY HAVE TO PRESENT ITS CLAIM OR DISPUTE IN A COURT OF LAW OR BEFORE A JURY. Judgment on the award rendered by the arbitrator(s), if any, may be entered for enforcement purposes in any court having jurisdiction thereof.

Governing Law. These Terms will in all respects be governed by Ohio law, regardless of any principles of conflicts of laws.

No Partnership. These Terms do not create any employment, agency, joint venture, or partnership relationship. These Terms also do not diminish any relationship created by any separate agreement between the parties.

Assignment. You may not assign these Terms, in whole or in part, through the operation of law or otherwise, without Our express written consent.

Force Majeure. Our performance will be excused during and to the extent such performance is prevented by Force Majeure; where “Force Majeure” means any cause or event beyond Our reasonable control and not due to Our fault or negligence and which could not have been avoided or overcome by due diligence and use of reasonable efforts, including (but only to the extent that the following examples satisfy such definition): acts of God, flood, tornado, hurricane, ice storm or other unusually severe storms, lightning, earthquake, fire, explosion, acts of the public enemy, vandalism, riots, blockades, sabotage, terrorism, civil disturbance, impact of war (declared or not) or mobilization, national emergency, or any restraint or restriction imposed by applicable law or any directive from a governmental authority, which by exercise of due diligence and in compliance with applicable law, We could not reasonably have been expected to avoid and to the extent which, by exercise of due diligence and in compliance with applicable law, We have been unable to overcome.

Miscellaneous. These Terms contain the entire understanding between the parties related to the subject matter of these Terms. No failure to enforce any provision of these Terms will be deemed a waiver of any right to do so, and no express waiver of any breach will operate as a waiver of any other breach or of the same breach on a future occasion. In the event of expiration or termination of these Terms, all terms and conditions which by their express language or by their nature and context reasonably should survive termination, will so survive.

Last revised: August 16, 2021

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