These terms and conditions (“Terms”) govern the relationship between Adventure Travel TradeAssociation, a Washington corporation (“ATTA”), and an individual (“Purchaser”) purchasingorders for sustainable aviation fuel and/or carbon removal as part the Tomorrow’s Air program(“Program”). All individuals who participate in the Program are referred to as “Purchasers.”
1. Tomorrow’s Air’s Services.
“Tomorrow’s Air,” a brand owned by ATTA, has curated aportfolio of various third-party climate tech innovators (“Innovators”) that are pursuing projectsto reduce and remove carbon from the environment or use sustainable aviation fuel (“SustainableAviation Fuel and Carbon Removal Projects”). As part of the Program, Tomorrow’s Air will placean order for sustainable aviation fuel and/or carbon removal (“Sustainable Product”) withpermanent storage from Innovators on Purchaser’s behalf. Purchaser will make a one-timepurchase or purchase a monthly subscription to fund, as ATTA chooses, sustainable aviation fueland/or carbon reduction and removal in order to participate in the Tomorrow’s Air program.
Note: Substitution. In the event that demand from Purchaser exceeds the supply availablefrom Innovators, Tomorrow’s Air may substitute the Innovators with category-alignedalternatives at its own discretion without notifying Purchasers in order to fulfill the carbonremoval orders.
2. Liability.
ATTA does not own, control, or manage the Sustainable Aviation Fuel and CarbonRemoval Projects or any of the Innovators and cannot guarantee that such projects will operate asanticipated or yield any particular results. ATTA is not liable for any failure, unavailability, non-delivery, or interruption of the sustainable aviation fuel delivery or carbon removal procedures orprojects, the acts, failures to act, or omissions of third parties including Innovators, unforeseen oruncontrollable events including natural disasters, or Force Majeure Events as defined in thisagreement. You agree that ATTA is not liable for incidental, special, indirect, or consequentiallosses or damages (including loss of use, loss of profit and third-party claims) arising out of orrelated to this agreement, the Tomorrow’s Air program, or ATTA’s goods and services.
3. Intellectual Property.
Purchaser is entitled to use any documentation provided as part ofthe Program solely for the purpose of having proof of the details of the Purchase. No rights otherthan those set out in this section are granted. In particular, no license, rights of use and/orownership of any kind of ATTA’s intellectual property, which includes the trademark “Tomorrow’sAir,” are granted and all knowhow, patents, trademarks, tradenames, designs, copyrights,manufacturing or business secrets and all other intellectual property which are/is owned by ATTAshall remain the exclusive and unrestricted property of ATTA.
4. Assignment and Transfer.
Any credits purchased for sustainable aviation fuel or carbonremoval orders by Purchaser is not transferable. This Agreement, the Program, and any creditspurchased under this Agreement, shall not be assignable, whether by operation or law orotherwise, by Purchase.
5. Payment.
Purchaser will make payment to ATTA in accordance with the purchaseoptions described on the Tomorrow’s Air website (https://www.tomorrowsair.com).Purchaser’s’ delivery of the payment constitutes Purchaser’s acceptance of all terms andconditions in these Terms.
Note: Charitable Contributions. Fees paid as part of the Program do not constitutecharitable contributions. ATTA, Tomorrow’s Air, and the third-party Innovators in itsportfolio are for-profit organizations who receive financial benefits from paymentsPurchasers make.
6. Force Majeure.
a. “Force Majeure Event” means any event or circumstance beyond the reasonable controlATTA or any Innovator that impedes performance of the obligations herein, which byreasonable diligence such Party or Innovator was unable or would be unable to overcome,including, but not limited to any of the following events: any fire, explosion, landslide orearthquake, storm, hurricane, flood, tidal wave or other adverse weather and/or sea statecondition; any war (whether declared or not), revolution, act of civil or military authority,riot, blockade, embargo, trade sanction, terrorism, sabotage; any epidemic or quarantinerestriction; any strike, lock-out or labor dispute from whatever cause; to the extent thesame is enacted after the date of the agreement any compliance with any law, regulationor ordinance or with any order, demand or request of any international, national, local orother port, transportation or governmental authority or agency; any unforeseeableunavailability of or interference with the usual means of transporting sustainable aviationfuel; accidental damage to or other failure of or unforeseeable shutdown affecting one ormore of an Innovator’s facilities.
b. In case of a Force Majeure Event that affects ATTA’s or an Innovator’s ability to performits obligations under this Agreement, neither ATTA nor Innovator shall be under anyliability to Purchaser for any failure or delay in performing its obligations under thisAgreement or any part of it to the extent that such failure or delay is caused by a ForceMajeure Event and the corresponding obligations of the Purchaser shall also besuspended.
c. As soon as ATTA becomes aware that its performance is likely to be affected by ForceMajeure Event, ATTA shall, without delay, give a notice to the Purchaser setting outrelevant details relating to the delay, which may be done by email, through its website orany other means that ATTA deems suitable.
d. If the Force Majeure Event continues or is reasonably anticipated to continue beyond aperiod of sixty (60) days after the date of the occurrence, ATTA may, at any time by ten(10) days prior notice in writing to Purchaser, terminate the Agreement. In such an event,either Party shall be without any liability towards the other Party except that suchtermination shall be without prejudice to any rights and obligations already accrued priorto the end of the period of the notice of the termination.
7. Termination.
The provision of the Program shall terminate once the parties have compliedwith their obligations under these Terms. In the event that ATTA does not receive the requiredpayment from Purchaser, ATTA is entitled to terminate its obligations under the Program to thatPurchaser immediately and without notice. ATTA is entitled to terminate the Program withoutcause and at its sole discretion immediately with prior written notice to Purchaser, which may bedone by email, website or any means deemed suitable by ATTA.
8. Indemnification.
Purchaser shall hold harmless, defend, and indemnify ATTA and itssubsidiaries, affiliates, directors, trustees, officers, employees, servants, volunteers, agents,successors and assigns (collectively referred to as “Releasees”) from and against all actions, causesof action, lawsuits, obligations, liabilities, losses, penalties, fines, costs, including damages forpersonal injury, including sickness, disease, death, property damage, economic losses, or aviolation of law, and expenses, including reasonable attorney’s fees, all legal expenses, and feesincurred on appeal and interest thereon, accruing and resulting to any persons, firms, or any otherlegal entity as a result of any negligent actions or failure to act by Purchaser and/or Purchaser’saffiliates and agents (collectively referred to as “Releasor”), and/or ATTA, or as a result of anyintentional, criminal, and/or reckless actions or failure to act by Purchaser, which ATTA may incur,be exposed to, become responsible for, or payout. ATTA agrees to notify Purchaser of theexistence of any such claims or causes of action as soon as practicable.
9. Applicable Law and Dispute Resolution.
The Program shall be governed by the laws of thestate of Washington. Any controversy or claim arising out of or relating to this Agreement or theperformance thereunder shall be settled by binding arbitration in Seattle, Washington USA inaccordance with the rules of the American Arbitration Association then existing, and judgment onthe arbitration award may be entered in any court having jurisdiction over the subject matter ofthe controversy. Such proceedings will be governed by substantive state of Washington law.
10 Miscellaneous.
These Terms constitute the entire Agreement between ATTA andPurchaser and supersedes any previous understandings or representations between ATTA andPurchaser. ATTA may change these Terms from time to time and will notify Purchaser at least 30days before any changes become effective. Once such changes become effective, by participatingin the Program. Purchaser shall be bound by them. These Terms are final and binding on, and inureto the benefit of, each of the parties together with their respective successors, assigns, agents,representatives, employees, transferees, directors, officers, principals, attorneys, and affiliates.Every provision of these Terms is intended to be severable. If any provision or portion of aprovision of these Terms are invalid, such invalidity will not invalidate the entire Terms, and theremainder of the Terms will not be affected. A Party’s failure or delay in exercising any right,power or privilege hereunder shall not operate as a waiver thereof, and no single or partialexercise thereof shall preclude any other or further exercise thereof or the exercise of any otherright, power or privilege hereunder. A waiver by a Party of any term or condition of the Agreementshall be valid only if in writing, and only in the instance for which it is given, and shall not bedeemed a continuing waiver of said provision, nor shall it be construed as a waiver of any otherprovision hereof. The headings of the sections of these Terms are included for convenience onlyand shall not be deemed to constitute part of these Terms or to affect the construction. TheseTerms may be executed by the parties in one or more counterparts, each of which shall be deemedan original but all of which together shall constitute one and the same instrument. Any suchcounterpart shall be treated in all manner and respects as an original executed counterpart andshall be considered to have the same binding legal effect as if it were the original signed versionthereof delivered in person.