The CNaught Guarantee

The CNaught Guarantee What It Covers How It Works FAQs Terms & Conditions

What is the CNaught Guarantee?

At CNaught, we ensure that every project in your portfolio meets our rigorous integrity standards, and with the CNaught Guarantee, you get an added layer of confidence.

When it applies: If a project you bought credits from is canceled or suspended for more than a year by a registry due to a risk that our diligence failed to address…

What we do: We’ll make it right by seamlessly replacing those credits with another one of our high-integrity portfolios, at no cost to you.

No stress, no hassle - just the knowledge that your climate action remains credible and protected.

For full details on what’s covered and how the Guarantee works, read the Terms and Conditions closely.

What It Covers

Credits sold by CNaught and retired within six months of purchase are covered if the underlying project:

Is canceled (delisted) by its registry within three years of your purchase; or
Is suspended by its registry for more than 12 consecutive months, beginning within three years following your purchase.

A project could be canceled or suspended for a variety of reasons, including but not limited to:

Lack of additionality
Over-crediting
Inaccurate durability
Double issuance of credits
Fraud

Other circumstances are not covered. For example, the CNaught Guarantee does not apply to:

Negative press coverage of a project
A shorter suspension of a project
A project ratings change by a third-party agency
Credits not purchased for immediate retirement

How It Works

For the three years following a purchase of credits for immediate retirement from CNaught, if a project is canceled by its registry or begins a suspension by the registry lasting more than 12 consecutive months and the risk of cancellation was not addressed by our due diligence, CNaught will replace the affected credits at no additional cost.

The replacement will come from CNaught’s Value Portfolio, a diversified portfolio of high-integrity carbon avoidance projects. The replacement will happen with no additional cost for customers. You’ll be notified by CNaught about any cancellation or potentially relevant suspension, so you don’t have to monitor industry news.

FAQs

What projects are covered by the CNaught Guarantee?

All credits in CNaught’s portfolios purchased for immediate retirement are covered by the CNaught Guarantee.

What reasons for cancellation or suspension qualify for a project replacement?

Different registries have different specific criteria for cancelling or suspending projects, including various reasons that call into question the value of an issued or retired carbon credit. Any cancellation or suspension for more than 12 consecutive months by a registry that was not addressed by CNaught’s diligence will trigger the CNaught Guarantee.

What reasons don’t qualify for a project replacement?

The CNaught Guarantee will not replace:

Credits from projects that have been suspended by a registry for less than 12 consecutive months
Credits from projects that get bad press
Credits from projects that have their ratings changed by a third-party agency
Credits that are not purchased for immediate retirement

What do I need to do to activate the CNaught Guarantee? Do I need to file a claim?

You don’t need to do anything. If a project qualifies for a replacement under the CNaught Guarantee, we will proactively notify you.

How long does the process take?

Different registries have different processes for making cancellations and/or suspensions public. Our goal is to learn about any issues as quickly as possible and be transparent with our users about where things stand.

We strive to have the project replaced within 60 days of the triggering event.

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What happens if I see my projects in the news but I haven’t heard anything from CNaught?

If you see your project in the news and haven’t heard from us, please feel free to reach out to us at support@cnaught.com. We seek to keep our customers updated on project news, whether or not the Guarantee applies.

Is this insurance?

No. CNaught offers the Guarantee as an extension of its due diligence, which is designed to address the risk of project cancellations and suspensions. The Guarantee is designed to give our customers further confidence in their purchase.

Terms & Conditions

Last updated April 8, 2025

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THE CNAUGHT GUARANTEE TERMS (“Guarantee Terms”)
The CNaught Guarantee (“CNaught Guarantee”) is subject to the limitations, exclusions, and conditions of these Guarantee Terms.

In the event that a Listing Registry issues a Covered Cancellation, CNaught hereby agrees to:

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Notify Customer of the cancellation; and
Replace the Offsets from the project subject to the Covered Cancellation tonne-for-tonne with credits (“Replacement Credits”) from a CNaught portfolio listed at https://www.cnaught.com/portfolios at the time CNaught discovers the project cancellation;

in each case within a reasonable period of time after CNaught’s discovery of such cancellation.

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The CNaught Guarantee applies to all purchases of Offsets from CNaught after April 3, 2025.

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RELATIONSHIP TO CNAUGHT TERMS OF SERVICE AND PRIVACY POLICY

All capitalized terms used but not defined in these Guarantee Terms shall have the same meanings as in CNaught’s Terms of Service and/or Privacy Policy. Except as may be explicitly provided herein, nothing in these Guarantee Terms shall be construed to invalidate any part of the Terms of Service and/or Privacy Policy, which shall remain in full force and effect.

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NATURE OF THE CNAUGHT GUARANTEE

THE CNAUGHT GUARANTEE IS NOT INSURANCE. NO CUSTOMER OR THIRD PARTY IS AN INSURED OR OTHER THIRD PARTY BENEFICIARY UNDER THESE GUARANTEE TERMS OR ANY INSURANCE POLICY. TO THE EXTENT ANY PARTY DESIRES PROTECTION BEYOND THE SCOPE OF THE CNAUGHT GUARANTEE, IT MUST PURCHASE INSURANCE THAT WILL PROVIDE SUFFICIENT COVERAGE.

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PLEASE REVIEW THESE GUARANTEE TERMS CAREFULLY. CUSTOMERS MUST COMPLY WITH ALL OF THE REQUIREMENTS AND CONDITIONS OF THE GUARANTEE TERMS TO BE ELIGIBLE TO RECEIVE ANY RECOVERY HEREUNDER. FAILURE TO FULLY COMPLY WILL PREVENT RECOVERY UNDER THE CNAUGHT GUARANTEE.

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NO PERSON, OTHER THAN THE CUSTOMER WHO MEETS THE CONDITIONS OF THESE GUARANTEE TERMS WITH RESPECT TO THE CORRESPONDING OFFSET, HAS ANY RIGHTS UNDER THESE GUARANTEE TERMS OR ANY OTHER MATERIALS OR ANY REPRESENTATIONS MADE BY CNAUGHT REGARDING THE CNAUGHT GUARANTEE. THERE ARE NO THIRD PARTY BENEFICIARIES TO THESE GUARANTEE TERMS OR ANY OTHER MATERIALS OR REPRESENTATIONS MADE BY CNAUGHT REGARDING THE CNAUGHT GUARANTEE.

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DEFINITIONS

In addition to terms defined within the text of these Guarantee Terms, the following capitalized terms shall have the following meanings:

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A “Covered Cancellation” occurs when

A Listing Registry cancels or suspends for more than 365 consecutive days a project that has issued an Offset that (a) has been allocated to a Customer, and (b) has been permanently retired;
That cancellation or the beginning date of that suspension occurs within three years of the Customer’s Purchase Date; and
CNaught’s diligence process failed to mitigate the risk of that cancellation or suspension.

A “Covered Cancellation” occurs on the earlier of (1) the date of Listing Registry cancellation, and (2) the date on which a project has been suspended by a Listing Registry for more than 365 consecutive days.

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“Customer” has the meaning set forth in CNaught’s Terms of Service.

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“Listing Registry” means the third party that tracks specific carbon credits from issuance to retirement, including, but not limited to, Verra, Gold Standard, Climate Action Reserve (CAR), ACR (formerly American Carbon Registry), and Puro.Earth.

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“Offset” has the meaning set forth in CNaught’s Terms of Service.

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“Purchase Date” means the date that payment for the covered Offsets was received by CNaught.

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THE CNAUGHT GUARANTEE ADDITIONAL TERMS

(1) The CNaught Guarantee is limited to a commitment by CNaught, within a reasonable time following CNaught’s discovery of a Covered Cancellation, (a) to notify Customers of that Covered Cancellation; and (b) replace Offsets affected by the Covered Cancellation with Replacement Credits.

(2) The CNaught Guarantee applies only to Customers. This means that only a Customer who purchased Offsets subject to a Covered Cancellation can benefit from the CNaught Guarantee, and those Customers may only benefit from the CNaught Guarantee as to the Offsets purchased from CNaught. CNaught is the sole and final arbiter of whether a party is a Customer and whether Offsets were purchased from CNaught.

(3) The CNaught Guarantee does not ensure that Replacement Credits will meet any underlying certification (e.g., Climate Label, Climate Active), even if the cancelled credits did.

(4) In exchange for the benefits provided by the CNaught Guarantee, Customer may be required to agree to the CNaught’s Terms of Service and Privacy Policy and release and hold harmless CNaught and all officers, directors, employees, contractors and agents of CNaught from any further liability or obligations with respect to the facts and circumstances of the Covered Cancellation.

(5) Other conditions apply, including Limitations and Exclusions and Eligibility Conditions, as set forth herein.

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Please read this document carefully to understand in full how the CNaught Guarantee applies to Customers and how it works.

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CNAUGHT GUARANTEE LIMITATIONS AND EXCLUSIONS

The CNaught Guarantee does not apply to any of the following:

Offsets with a Purchase Date prior to April 3, 2025;
Offsets that are not permanently retired by the date six (6) months after the Purchase Date; or
Any legal, reputational, or other claims or losses experienced by a Customer relating to CNaught or Offsets other than a “Covered Cancellation,” including but not limited to cancellations not recognized by the Listing Registry, negative press coverage of a project, shorter suspensions of a project, or a project ratings change by a third-party agency.

Notification of a Covered Cancellation and replacement of Offsets affected by a Covered Cancellation with Replacement Offsets are the sole and exclusive remedies available to a Customer under the CNaught Guarantee. The CNaught Guarantee does not provide any monetary compensation under any circumstances.

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CNAUGHT GUARANTEE CONDITIONS AND ELIGIBILITY

IN ORDER TO BE ELIGIBLE TO OBTAIN REPLACEMENT OFFSETS UNDER THE CNAUGHT GUARANTEE, CUSTOMERS MUST FULLY COMPLY WITH EACH OF THE FOLLOWING CONDITIONS. FAILURE TO FULLY COMPLY MAY PREVENT RECOVERY IN CNAUGHT’S SOLE DISCRETION. IN ALL CASES, THE BURDEN OF PROOF WILL BE UPON CUSTOMERS TO DEMONSTRATE THAT THEY HAVE COMPLIED WITH THE FOLLOWING CONDITIONS:

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Not have violated the terms of their Agreement with CNaught and failed to remedy those violations to the extent permitted by that Agreement during the permissible timeframe;
Cooperate with CNaught and respond to requests from CNaught in a timely manner regarding requests related to the a Covered Cancellation;
Provide information reasonably requested by CNaught in a timely manner;
Execute a waiver of claims against CNaught arising from the Covered Cancellation and/or agree to the CNaught’s Terms of Service and Privacy Policy, if requested.

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TIMING

CNaught will meet its obligations relating to any Covered Cancellation within a reasonable period following the date the Customer has complied with all conditions herein. CNaught may use third-party service providers, including an administrator, to assist in meeting its obligations under the CNaught Guarantee. As a condition of providing Replacement Credits to Customer, Customer may be required to execute and deliver to CNaught a “CNaught Guarantee Agreement,” which may include agreement:

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(1) to assign to CNaught or its designee any rights and remedies the Customer may have to recover from any project developer for claims arising from or related to the Covered Cancellation;

(2) to reasonably cooperate with CNaught and any administrator, including, at our request, appearing as a witness in any court, arbitration or like proceeding, if CNaught seeks to recover the amount paid from any third party;

(3) to release and hold harmless CNaught and any administrator and all officers, directors, employees, contractors and agents of CNaught from any further liability or obligations with respect to the facts and circumstances of the Covered Cancellation;

(4) be bound by the CNaught Terms of Service and Privacy Policy; and

(5) to hold in confidence any discussions with CNaught regarding the facts and circumstances surrounding provision of Replacement Credits under the CNaught Guarantee.

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ALLOCATION OF REPLACEMENT CREDITS

If a Covered Cancellation occurs and the other conditions described herein are met, CNaught will allocate the Replacement Credits to Customer within the CNaught platform. CNaught has no obligation to allocate Replacement Credits to Customer on any third-party system, including but not limited to a Listing Registry.

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ACKNOWLEDGMENTS AND AGREEMENTS

You acknowledge and agree that:

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(1) the CNaught Guarantee is a limited guarantee to replace Offsets subject to a Covered Cancellation with Replacement Credits and is dependent upon Customers timely and good-faith participating in CNaught’s evaluation process;

(2) CNaught provides Customers with the CNaught Guarantee described herein solely for the purpose of building customer loyalty and strengthening customer confidence as to use of the CNaught services;

(3) these Guarantee Terms are not intended to constitute an offer to insure, do not constitute insurance or an insurance contract, and do not take the place of insurance obtained or obtainable by Customers or any other party. Furthermore, these Guarantee Terms are not an insurance service agreement;

(4) the benefits provided under these Guarantee Terms are solely as set forth in the paragraph entitled “The CNaught Guarantee” above and such benefits are not assignable or transferable by Customers or any other party, including without limitation any transfer or assignment by operation of law or in connection with divorce, death, or in connection with a transfer of Offsets by Customer to an unaffiliated third party.

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MODIFICATION OR TERMINATION

CNaught reserves the right to modify or terminate these Guarantee Terms, at any time, in its sole discretion, and without prior notice. If CNaught terminates these Guarantee Terms in accordance with the foregoing, CNaught will provide Customers with notice of such termination and CNaught will continue to honor existing obligations under the CNaught Guarantee prior to the effective date of termination, but no further obligations will accrue. If CNaught modifies these Guarantee Terms, we will post the modification on the Platform or provide Customers with notice of the modification and CNaught will continue to process all CNaught obligations under the Guarantee Terms in effect on the Purchase Date. By purchasing Offsets from CNaught after CNaught has posted a modification on the Platform or has provided you with notice of a modification, you are indicating that you agree to be bound by the modified Guarantee Terms. If the modified Guarantee Terms are not acceptable to you, your only recourse is not to purchase Offsets from CNaught.

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In addition to and without limiting CNaught’s rights set forth above in the immediately preceding paragraph, CNaught reserves the right to modify or terminate these Guarantee Terms generally or in any jurisdiction, at any time, in its sole discretion, if: (a) these Guarantee Terms are construed to be an offer to insure or constitute insurance or an insurance contract or insurance service agreement by any governmental or regulatory authority in any jurisdiction; (b) CNaught is required to obtain a license or permit of any kind to continue to provide these Guarantee Terms in any jurisdiction; or (c) CNaught reasonably determines or a court or arbitrator holds that the provisions of these Guarantee Terms violate applicable law. If CNaught modifies or terminates these Guarantee Terms in accordance with the foregoing, CNaught will meet all of its obligations accrued prior to or as of the effective date of such modification or termination unless prohibited by law, regulation, ordinance, order, or decree of any governmental or other authority.

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DISCLAIMERS AND LIMITATION OF LIABILITY

Except as may be explicitly provided herein, the Terms of Service shall apply fully and completely. Please carefully review the sections entitled DISCLAIMER and LIMITATION OF LIABILITY.

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INDEMNIFICATION AND RELEASE

Except as may be explicitly provided herein, the Terms of Service shall apply fully and completely. Please carefully review the section entitled INDEMNIFICATION.

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ENTIRE AGREEMENT

These Guarantee Terms constitute the entire and exclusive understanding and agreement between CNaught and Customers regarding the CNaught Guarantee and these Guarantee Terms supersede and replace any and all prior oral or written understandings or agreements between CNaught and Customers regarding the CNaught Guarantee, except that the Terms of Service and Privacy Policy shall continue in full force and effect. To the extent there is any direct conflict between these Guarantee Terms on the one hand, and the CNaught Terms of Service on the other hand, these Guarantee Terms shall control.

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ASSIGNMENT

Customers may not assign or transfer these Guarantee Terms, by operation of law or otherwise. Any attempt by Customers to assign or transfer these Guarantee Terms will be null and void and of no effect. CNaught may assign or transfer these Guarantee Terms, without consent, to an affiliate or to a successor-in-interest in connection with a sale of substantially all of CNaught’s business. Subject to the foregoing, these Guarantee Terms will bind and inure to the benefit of the intended parties, their successors and permitted assigns.

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NOTICES

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Guarantee Terms, will be in writing and given by CNaught (a) via email (in each case to the address that Customers provide); or (b) by posting to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

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DISPUTE RESOLUTION AND CONTROLLING LAW

These Guarantee Terms shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.

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WAIVER AND SEVERABILITY

The failure of CNaught to enforce any right or provision of these Guarantee Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CNaught. Except as expressly set forth in these Guarantee Terms, the exercise by either party of any of its remedies under these Guarantee Terms will be without prejudice to its other remedies under these Guarantee Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Guarantee Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Guarantee Terms will remain in full force and effect.

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CONTACTING CNAUGHT

For questions about these Guarantee Terms, please contact the CNaught Support Team at support@cnaught.com.