Terms of purchase

01 About these terms and the platform

These Terms of Purchase (Terms) govern your use of forests.market (the Platform) to evaluate and complete a purchase. The Platform is operated by Forests Market LLC (Forests Market), a technology and onboarding provider. Forests Market is not the issuer of, a broker-dealer for, an investment adviser to, a custodian of, or an obligor on, any securities. The SAFT is issued by Forests VC LLC; the Tokens are issued by Cocobolo SPV a Series of Raiz de Oro LLC.

These Terms do not supersede the Offering Documents (the SAFT, Subscription Agreement, PPM, Term Sheet and their exhibits, including the Token, Wallet & Custody Disclosure). If these Terms conflict with the Offering Documents, the Offering Documents control.

02 Eligibility

You may purchase only if you are an eligible investor — an accredited investor, a permitted sophisticated non-accredited investor under Rule 506(b), or a non-U.S. person under Regulation S — and you complete identity, accreditation and anti-money-laundering verification. Access is by invitation on the basis of a pre-existing relationship; there is no general solicitation. You must not be a sanctioned person or located in a prohibited jurisdiction.

03 How a purchase works

• Select your quantity and review the estate, valuation and terms.
• Verify your identity and eligibility (KYC/AML, accreditation or Reg S status, source of funds).
• Review the data room and e-sign the SAFT and Subscription Agreement, including the advance consents described there.
• Confirm the platform-held wallet that will receive the Tokens; its address is printed in your signed documents.
• Fund your commitment per the Payments policy (no escrow).

Your subscription is an offer by you and is not binding until the Company accepts it in writing (including by countersignature). The Company may accept or reject any subscription, in whole or in part, in its sole discretion.

04 Price, payment and delivery

Pricing is stated in the Offering Documents (nominal value US$600 per tree, with wholesale volume discounts). Payment is made directly to the Company's operating account with no escrow, by the methods described in the Payments policy (wire transfer or ACH). Upon the Establishment Event, the Company causes the SPV to mint and deliver the Tokens to your platform-held wallet, which discharges the delivery obligation. If the Establishment Event does not occur by the long-stop date, your sole remedy is as set out in the SAFT (including any refund from the Company's then-available assets).

05 Transfer restrictions

The SAFT and the Tokens are restricted securities and, once delivered, are not transferable by the holder. Any permitted change of ownership occurs only through the Company's controlled, eligibility-gated processes and subject to Rule 144 / Reg S, legends and the Offering Documents. There is no active trading market at launch.

06 No advice; your responsibility

Forests Market, the Company and their advisers represent only themselves. Nothing on the Platform is legal, tax, accounting or investment advice. You are responsible for obtaining your own advice and for your own tax. Illustrative figures are modeled estimates, not guarantees.

07 Acceptable use; sanctions

You will provide true and complete information, keep your account credentials secure, and not use the Platform for any unlawful purpose or to evade sanctions or AML controls. We may suspend, freeze or terminate access, or decline or unwind a transaction, where required for legal, sanctions or compliance reasons.

08 Disclaimers and limitation of liability

The Platform is provided on an “as is” and “as available” basis, without warranties of any kind to the maximum extent permitted by law. To the maximum extent permitted by law, Forests Market and its affiliates are not liable for indirect, incidental, special or consequential damages, or for losses arising from blockchain, wallet-provider, payment-provider or network failures outside their reasonable control. Nothing limits liability that cannot be limited by law. You agree to indemnify Forests Market and its affiliates for losses arising from your breach of these Terms or of your representations.

09 Governing law and disputes

Securities matters are governed by U.S. federal law and the laws of the State of Delaware; matters relating to the estate, the trust and Costa Rica real property are governed by the laws of Costa Rica. Disputes are resolved as provided in the Subscription Agreement (including binding arbitration where specified). These Terms may be updated; the current version governs your use.

10 Contact

Questions about these Terms: info@forests.vc. Definitive terms are in the Offering Documents available in the data room.