Terms and conditions — Bright Greens

Version date: 2 October 2026

Bright Green Token Sale Terms

These terms explain the deal when you buy Bright Green tokens through our website. Please read them carefully. By buying tokens, you agree to them.

Words in bold have a specific meaning, explained where they first appear and collected in the glossary at the end.

Who we are and who you are

We, us and our means Integrity Earth Pty Ltd (ACN 693 432 254), Level 17, HWT Tower, 40 City Road, Southbank VIC 3006, Australia. Email: connect@integrityearth.net.
You and your means the person buying Bright Green tokens. We can contact you at any email address you have given us.
The website means https://integrityearth.net/ and any sale or transfer of control over tokens made through it.

The key points

A token is a record of ecological work that has already been done and assessed. It is not an investment. Don’t buy it expecting to make money.
Each token matches one PIE Point, which is based on a historical scoring system.
Tokens give you no rights over any land.
Money from your purchase is shared equally among all farmers in the pool, not just the farmer linked to your token.
There is currently no market to resell tokens, and there may never be one.
No refunds for change of mind. Your Australian Consumer Law rights still apply.
Blockchain transactions can’t be reversed, and there are real security risks.
Our liability to you is limited as far as the law allows.

This is a summary. The full terms below set out the details.

1. Agreeing to these terms

By buying tokens, you agree to these terms. These terms, together with the documents they refer to, make up the agreement between you and us (the agreement).

As long as you follow these terms, you may buy tokens.

What these terms cover

These terms cover the tokens currently for sale, which are all existing tokens. An existing token is one that the original issuer created and that we later acquired (see section 5).

If we create a new kind of ecological asset in future, using a different evaluation method or structure, these terms won’t apply to it. It will have its own separate agreement.

These terms apply to tokens you buy through the website. They don't change the terms of any tokens bought earlier from the original issuer.

2. Buying tokens

When you place an order, you agree to:

pay the price shown on the website for the tokens; and
pay using one of the payment methods we offer on the website.

Refunds

Please choose carefully. We don't give refunds if you change your mind, for example if you decide you no longer want the tokens after you have paid.

We can decline any order at our discretion. If we do, we will refund you in full.

Identity checks

We may ask you to verify your identity or where your funds came from, and may delay, refuse or cancel and refund an order until we're satisfied, or if we reasonably suspect a breach of law.

Your rights under the Australian Consumer Law

Nothing in these terms takes away your rights under the Australian Consumer Law. Under that law, some guarantees apply automatically and can't be excluded (see section 15). If we don't meet one of those guarantees, you may be entitled to a remedy under that law, which can include a refund.

If you think something has gone wrong with your order, see section 17.

3. What a token is, and what it isn’t

What a token is

A token is a semi-fungible digital token known as a “Bright Green”. It exists on the Ethereum blockchain and trades under the symbol “BBG”. Each token matches one PIE Point (see section 4). “Token” includes existing tokens.

Existing tokens. Existing tokens were first issued under the PIE System, and each one matches one PIE Point (see section 4). We are re-evaluating the producers in the pool under our new evaluation system, which measures in hectare-years. This doesn’t change the PIE Certificate attached to any existing token.

It is not an investment

You understand that:

a token is a record of ecological work that has already been done and assessed;
a token is not meant to be a security, a financial product, an investment, or anything to speculate with; and
you should not buy tokens expecting a profit, a return, or to sell them later for more.

It is not a carbon credit

A token is not a carbon credit, a carbon offset or an Australian Carbon Credit Unit (ACCU). You can't use it to offset your emissions or make carbon-neutral claims.

No rights over land

A token gives you no rights at all over the land of any property in the pool.

Your age

You confirm that you are over 18 and legally able to buy tokens.

4. The PIE System

You understand that:

each existing token matches one PIE Point. A PIE Point is a point recorded on a PIE Scorecard, reflecting the ecological improvement assessed on a property under the PIE System;
a PIE Scorecard is the document that records a producer’s PIE Point balance and the criteria that made it up;
the PIE System is the historical evaluation framework that the original issuer set up and used before we acquired the existing tokens. We do not carry out new evaluations or create new scores under it;
PIE System scores are fixed and historical. They will not be revised; and
PIE System scores were assessments made by the original issuer’s evaluators. Unless we say otherwise, they have not been independently audited.

The original issuer is Bright Green Mutual (ACN 649 076 933), formerly trading as LOVE TO Be Bright Green.

5. Where the tokens came from

You understand that:

the original issuer created (“minted”) the existing tokens in separate batches, with each batch relating to a separate property;
we later acquired the existing tokens from the original issuer through an asset transfer;
each batch has a PIE Certificate attached to it through a Trust Bucket (see section 7). A PIE Certificate is the evaluation evidence created under the PIE System when the tokens were minted. It relates to one property, with identifying details removed; and
a PIE Certificate is permanent. It will not be updated, corrected or replaced.

6. The pool, and where your money goes

The pool

The pool is the group of producers (farmers and land managers), and their properties, taking part in these arrangements with us at any given time. A property is a parcel of land, and the farming or land management operation on it, that we have admitted to the pool under our eligibility criteria as they stand from time to time.

You understand that:

a token gives you an interest in the pool as a whole, not in any particular property;
the pool can change over time; and
money from token sales is applied across the whole pool, as described in these terms and in the Bright Green Paper, not against any single property.

How the money is shared

You understand that:

the pool includes the producers whose batches of existing tokens are for sale, and other producers with PIE Points that we have admitted to the pool;
for every sale of existing tokens, we pay 72.5% of the net proceeds, shared equally among the producers of all properties in the pool at the time. Net proceeds means the amount you pay, less the transaction costs of that sale, such as payment processing fees (for example, Stripe fees), currency conversion fees and any GST. We do this by buying PIE Points from those producers. PIE Points we buy from producers are held by us and will never be reused or turned into new tokens. Future version 2 Bright Greens will have their own terms, including how payments are shared;
this happens no matter which property’s batch the sold token came from;
so, the producer of your token’s PIE Certificate is one member of the pool of producers who are paid when you buy tokens; and
producers are only paid when we sell tokens. If you sell or transfer a token to someone else, no producer receives any payment.

7. How the technology works

Trust Buckets

A Trust Bucket is the blockchain technology that bundles each token with its PIE Certificate (held in a PIE NFT), so the two are tracked and move together on the blockchain. It is also what lets us apply a token freeze.

This is what makes a token “semi-fungible”: every token is interchangeable one for one with every other, while carrying the evaluation evidence of its batch. A single batch can contain many thousands of tokens, all sharing one PIE Certificate.

A Trust Bucket does not create a fiduciary relationship. In other words, we do not hold anything on trust for you, and we do not take on the special legal duties a trustee would owe you.

PIE NFTs

A PIE NFT is a unique (non-fungible) digital token that holds a PIE Certificate and is linked to existing tokens through a Trust Bucket. Buying a token does not give you any ownership or control of the PIE NFT linked to it.

Token freezes

A token freeze is a temporary block we can place on transferring a token, using Trust Bucket functionality (as described in the Bright Green Paper or any document that replaces it). For example, we might freeze a token to fix a technical problem or correct an error in its records. You understand that:

we can freeze any token at our sole and absolute discretion;
a freeze doesn’t affect your ownership of the token, but you can’t transfer it while it is frozen; and
we will lift the freeze once the issue has been resolved.

The Bright Green Paper is the document that we publish at https://integrityearth.net/bright-green-paper, as we update or replace it from time to time.

Certification

Tokens are certified periodically, to confirm that the number of tokens in circulation doesn’t exceed what has been evaluated. Our board sets the certification requirements. The current certifier is Sarah McCrum, Executive Chair of Integrity Earth.

You understand that if a certification expires, transfers of tokens are paused until it is completed. A pause doesn’t affect your ownership of your tokens.

8. Blockchain risks

In these terms, a blockchain means any distributed computer system where interactions are governed by rules enforced by cryptography (sometimes called a “crypto system”). Crypto funds means any currency-like units that come from a blockchain.

New and experimental technology

You understand that:

blockchains are experimental technology, with their own risks, some of which may not yet be known;
you alone are responsible for understanding and managing those risks; and
you have done enough research into those risks to use the website.

Security

Hacking and other security risks are part of how blockchains work. We make no promises about the security of the website, or of your use of it.

Transactions can’t be undone

Using a blockchain linked to the website makes permanent changes to the blockchain’s data. This means:

transactions can’t be reversed, and we won’t be able to fix them; and
data recorded on the blockchain can’t be updated.

You also understand that using a blockchain carries the risk of:

setting off processes that can never be stopped; and
permanently losing crypto funds or blockchain functionality, if they become linked to a wallet address that nobody holds the private key for.

A wallet is a cryptographic “wallet” linked to a blockchain. A private key is a secret cryptographic key used to operate on a blockchain.

We don’t give advice

We have not given, and will not give, any commercial or legal advice as part of the website. This includes advice about:

legal liabilities arising from anyone’s use of the website; or
whether any transaction on a blockchain is legal.

9. Reselling tokens

There is no guaranteed market

You understand that:

tokens are not listed or traded on any exchange, and there is currently no market where you can buy or sell them;
we make no promise that a market or any other way to sell tokens will ever exist, or about the price you could get if one does; and
you should treat tokens as something you may not be able to turn into cash, and only buy them on that basis.

Other people and platforms

We are not responsible for any other person or platform you use to buy, hold or sell tokens.

We make no promises about anyone who buys tokens from you or sells tokens to you, including about their quality, accuracy, or suitability for any purpose.

10. Your responsibilities

Following the law

You must always use the website and buy tokens lawfully. This includes following anti-money laundering laws and securities laws.

If you breach this section, or your confirmation about your age in section 3 is untrue, we can suspend your access to buying tokens immediately. The suspension will last until we are reasonably satisfied that the breach will stop.

How you may not use the website

You must not use the website:

for commercial purposes, unless you have an agreement with us;
in any way other than it was designed to be used;
in a way that infringes anyone else’s intellectual property rights;
to “crawl”, scrape or otherwise harvest data;
to reverse engineer any part of it, or to create works based on it;
in a way that interferes with our ability to provide the website to others; or
in any way that could reasonably be called malware.

11. Intellectual property

Intellectual property rights means all present and future legal rights in the results of intellectual activity (such as copyright, designs and trade marks), including the benefit of any application to register, renew or extend them. Website IP means the intellectual property rights in the website.

We can change any part of the website IP at our discretion.
You must not reverse engineer any part of the website IP.
You get no licence or rights over the website IP, unless these terms clearly say so.
You may not resell or sub-license the website IP, unless these terms clearly say so.

Your feedback

If you give us comments or suggestions about the website as a result of using it (feedback):

you transfer to us, worldwide, all current and future intellectual property rights in that feedback and in any improvements to the website that result from it;
you promise that you have the right to transfer those rights, and that our lawful use of them won’t infringe anyone else’s rights;
you will do everything needed to make the transfer effective; and
you give (or, if they aren’t yours to give, promise to obtain) any moral rights consents and waivers we need to use those rights without infringing moral rights, such as the right to be credited as the author.

12. Privacy

We will store and use your personal information (any information treated as “personal information” or “personal data”, or otherwise regulated, under privacy law) in line with our privacy policy at https://integrityearth.net/privacy.

If you give us personal information about someone else, for example by buying them a gift, you must have their permission to do so.

13. Interruptions to the website

Unplanned interruptions

You understand that:

interruptions caused by our third-party suppliers are outside our control; and
the website may sometimes be interrupted by technical problems.

We will make reasonable efforts to fix interruptions as soon as reasonably practicable.

Planned interruptions

We may take the website offline at any time for maintenance, updates or other reasons. Where we reasonably can, we'll let you know in advance.

14. Relying on information

Information on the website

Website content means any information, content or data provided with or in connection with the website.

We don’t promise that website content is complete or correct.
You should check website content before relying on it in any way.
We can change website content at our discretion, without warning or telling you.
If any website content is third-party advertising, we don’t endorse the advertiser or any of its information, products or services.

What you have read

You confirm that:

you have read and understood the Bright Green Paper, the information on the website, and these terms (together, the disclosed information);
you are buying tokens with an informed understanding of the disclosed information; and
if these terms conflict with any other part of the disclosed information, these terms win.

15. Limits on our liability

The general rule

To the fullest extent the law allows:

we are not liable to you for any indirect or consequential loss (such as lost profits or lost opportunities) connected with the agreement, the website or tokens; and
our total liability to you for any other loss connected with the agreement, the website or tokens is limited to the amount you paid us for the tokens involved.

This applies whether a claim is based on contract, tort (such as negligence) or legislation. It doesn't limit our liability for fraud, or for anything else the law doesn't allow us to limit.

These limits apply, for example, to loss arising from:

Advice: incorrect technical advice or data; failure to provide correct information; or reliance on advice or opinions in any form.
Data: storing any third party’s data; anyone enforcing a right under privacy or data protection law; a breach of privacy or data protection law; corrupted or lost data; a breach of anti-spam law; or digital security problems such as malware.
Software and networks: failure of any third-party software, hardware or network; faulty technical data created by software; software vulnerabilities; software used for unlawful activity; software or networks being unavailable for any reason; or software that is still being tested (such as “beta” or “alpha” software).
The PIE System and the pool: relying on historical PIE System scores; or changes to the make-up of the pool.
The agreement: breaches of the agreement; any delay connected with it; negligence connected with it or its subject matter; its termination; any act or omission connected with it; or anyone else relying on its subject matter.

Implied terms

To the fullest extent the law allows, any terms that would otherwise be implied into our dealings with you by any source of law are excluded.

Rights the law says we can’t exclude

Some rights can’t be limited or excluded by law, such as the consumer guarantees under the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth). If we breach one of these, then to the extent the law allows, our liability is limited to the following, as we choose:

for goods: replacing them or supplying equivalent goods; repairing them; paying the cost of replacing them or buying equivalent goods; or paying the cost of having them repaired; and
for services: supplying the services again, or paying the cost of having them supplied again.

16. Ending the agreement

If you breach the agreement

If you breach the agreement, we can tell you about the breach in writing. If you haven’t fixed it within 5 business days of that notice, we can end the agreement immediately by giving you written notice.

Our obligations under the agreement are on hold until you fix the breach we have told you about.

If you become insolvent

We can end the agreement immediately by written notice if you become insolvent.

After the agreement ends

Once we end the agreement, you must not buy tokens again. Ending the agreement doesn't take away tokens you've already bought.

If we stop operating

If we stop operating or close the website:

the tokens you've bought stay in your wallet on the Ethereum blockchain, and remain yours;
each token's PIE Certificate stays attached to it and remains viewable on the blockchain;
you won't be able to buy tokens from us, and the website, support and token freeze functions may no longer be available; and
before we stop operating we will lift any token freezes and we will make sure transfers are not paused because a certification has expired.

17. Sorting out disputes

If you have a complaint, email connect@integrityearth.net. We'll acknowledge it within 5 business days and aim to resolve it within 30 days. If we can't resolve it, either of us can start the dispute process below.

If a dispute arises about the agreement, we both must follow this process before either of us goes to court:

Dispute notice. The person raising the dispute sends the other a written notice with full details of the dispute.
Response. Within 10 business days, the other person replies in writing with full details of their position.
Meeting. Within 10 business days after the response was due, we arrange a meeting (in person or by phone) between representatives who have authority to settle the dispute.
End of process. If the dispute isn’t resolved within 10 business days after the meeting (or any longer time we agree in writing), the process ends.

Either of us can go to court at any time for urgent orders, such as an injunction, interim orders, or a declaration of rights.

18. Changes to these terms

We may update these terms from time to time. The version date is shown at the top. The terms in force when you place an order are the ones that apply to that order. Updated terms only apply to orders placed after we publish them, so please check the version date before you buy.

19. Tax

You are responsible for all duties and taxes connected with the agreement, including GST.
Prices and other amounts in the agreement don’t include GST unless we clearly say so.
If your location means you have to pay GST on payments under the agreement, you must tell us your location in writing.

GST means goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

20. General

Governing law. Queensland law governs the agreement, and only Queensland courts can hear proceedings about it.
Notices. Notices and other written communications about the agreement go to the contact details at the start of these terms.
Transferring the agreement. Neither of us can transfer our obligations under the agreement to someone else without the other’s written permission.
Whole agreement. The agreement, and any document it refers to, is the entire legal agreement between us. We both agree we haven’t relied on any statement or promise outside it.
Making it work. We will each do everything needed to give full effect to the agreement.
Electronic agreement. The agreement can be entered into or signed electronically. If it is signed in several copies, they are read together as one document.
Waivers. A right or obligation under the agreement is only waived if the waiver is clearly made in writing.
If part is invalid. If any part of the agreement can’t be enforced or is invalid, only that part is removed. The rest continues to apply.
Successors. The agreement binds each of our successors and anyone we are permitted to transfer it to.
Costs. We each pay our own costs of preparing the agreement.
Reading these terms. Headings are for convenience only and don’t affect meaning. Prices are shown in US dollars unless we say otherwise.
Business day means a day, between 9am and 5pm in Queensland, that is not a Saturday, Sunday, or a public, special or bank holiday in Queensland.

Glossary

A quick reference to the terms defined above.

Agreement: These terms and the documents they refer to (section 1).
Blockchain: A distributed computer system where interactions are governed by rules enforced by cryptography (section 8).
Business day: A weekday between 9am and 5pm in Queensland, excluding public, special and bank holidays (section 20).
Bright Green Paper: The “Bright Green Paper” at https://integrityearth.net/bright-green-paper, as updated or replaced (section 7).
Certification: Periodic confirmation that the number of tokens in circulation doesn’t exceed what has been evaluated (section 7).
Crypto funds: Currency-like units that come from a blockchain (section 8).
Disclosed information: The Bright Green Paper, the information on the website, and these terms (section 14).
Existing token: A token originally minted by the original issuer and acquired by us through an asset transfer (sections 1 and 5).
Feedback: Your comments or suggestions about the website (section 11).
GST: Goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (section 19).
Hectare-year: One hectare of land under regenerative management for one year (section 3).
Net proceeds: The amount you pay, less the transaction costs of that sale, such as payment processing fees (for example, Stripe fees), currency conversion fees and any GST.
Original issuer: Bright Green Mutual (ACN 649 076 933), formerly trading as LOVE TO Be Bright Green (section 4).
Personal information: Information treated as personal information or personal data under privacy law (section 12).
PIE Certificate: The evaluation evidence created under the PIE System and attached to a batch of existing tokens when minted (section 5).
PIE NFT: The unique digital token that holds a PIE Certificate and is linked to existing tokens through a Trust Bucket (section 7).
PIE Point: A point on a PIE Scorecard reflecting assessed ecological improvement on a property (section 4).
PIE Scorecard: The document recording a producer’s PIE Point balance and the criteria behind it (section 4).
PIE System: The closed, historical evaluation framework used by the original issuer (section 4).
Pool: The group of producers and their properties taking part in these arrangements with us at any time (section 6).
Private key: A secret cryptographic key used to operate on a blockchain (section 8).
Producer: Farmers and land managers taking part in these arrangements with us at any given time.
Property: A parcel of land and the farming or land management operation on it, admitted to the pool (section 6).
Token: A “Bright Green” semi-fungible token on the Ethereum blockchain, symbol “BBG”, matching one PIE Point (section 3).
Token freeze: A temporary block on transferring a token (section 7).
Trust Bucket: The blockchain technology linking each existing token to its PIE Certificate (section 7).
Wallet: A cryptographic “wallet” linked to a blockchain (section 8).
Website: https://integrityearth.net/ and any sale or transfer of control over tokens made through it.
Website content: Any information, content or data provided with or in connection with the website (section 14).
Website IP: The intellectual property rights in the website (section 11).

Background note: the PIE System, and why Integrity Earth is moving to a new system

This note is for information only. It is not part of the Token Sale Terms, and it does not change, add to or override them or any other disclosed information. If anything here is inconsistent with the Token Sale Terms, the Token Sale Terms apply.

What is the PIE System?

PIE stands for Producer Investment Evaluation. It is the framework originally used to measure and score the ecological improvement a farmer (called a “producer” in the terms) had achieved on the land they manage.

Each producer’s work was assessed and scored by the original issuer, producing a number of PIE Points. Each Bright Green token matches one PIE Point. The record of the score behind that point (a PIE Certificate) is permanently attached to the token through a technical structure called a Trust Bucket. So the token always carries a fixed record of the ecological work it represents, which anyone can view on the blockchain.

The PIE System was set up and used by the original issuer. Integrity Earth later acquired the unsold tokens carrying that historical evaluation evidence.

PIE System scores are historical and fixed. Integrity Earth does not run new evaluations under the PIE System, and does not revise existing scores. Buying a token today means buying a token that carries a fixed, historical record from that closed system, not a score that will keep changing.

Why is Integrity Earth moving to a new system?

The original issuer is no longer running the PIE System. This means no new PIE Points can be created under the PIE System.

Integrity Earth has developed its own evaluation method. It is designed to assess ecological improvement more rigorously and transparently than the PIE System, with a view to independent verification over time. Details, including case studies, are published in the Bright Green Paper and updated there as the method develops.

The tokens for sale today relate only to the closed, historical PIE System. Anything Integrity Earth’s new method produces will be offered under a new, separate agreement, not under the current Token Sale Terms.

Until new tokens are minted, the Token Sale Terms are the only legally binding document for buying Bright Green tokens. This note is here to help explain them, not to add to them.