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This Channels Listing Agreement (“Channels Listing Agreement”) is entered into by and between Cloverly, Inc. incorporated in Delaware with registered address at 925B Peachtree St, NE #367, Atlanta, Georgia 30309 (“Cloverly”) and the entity identified in the signature block (“Supplier”) and allow the Supplier to access and use Cloverly’s Channels (as defined below) to publish, market, and list Supplier’s available Carbon Credits. This Agreement shall be effective on the date fully executed by the parties (“Effective Date”).

A. CHANNELS OVERVIEW

1. Channels.

1.1 Cloverly has developed and makes available to suppliers online channels where Suppliers may create, make available, track, and manage listings of Supplier’s carbon credits, negative emissions, renewable energy credits, carbon removal credits, and similar assets (“Carbon Credits”) and publish any such listings (“Channel Listings”) for purposes of marketing and selling Supplier’s Carbon Credits on the following channels (each “Channel” and collectively “Channels”):

(a)“Cloverly Omnichannel Distribution”, a solution intended to market Supplier’s Carbon Credits to Cloverly channel partners;

(b) “Direct Purchase Services", a service provided by Cloverly where Cloverly markets to various Buyers Supplier’s available Carbon Credits for purchase subject to a separately executed agreement by and between the Buyer and the Supplier;

(c) “Future Channels”, any future distribution channels or other similar self-serve solutions that Cloverly may develop or make available to Supplier during the term of this Channels Listing Agreement.

1.2 Access and use of a specific Channel requires acceptance of the relevant Channel specific terms ("Channel Addendum"), attached herein as Exhibit A and Exhibit B, or which can be separately executed by the parties. Each Channel Addendum supplements this Channels Listing Agreement.

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B. CHANNEL SERVICE FEES AND CHARGES

1. Service Fee, Additional Fee, and Payment.

1.1 Service Fee. Subject to compliance with these terms and payment of Service Fee, Cloverly allows Supplier to access and use the Channel(s). Supplier acknowledges and agrees that any Transaction performed through Channel(s) shall be subject to Total Transaction Charge of 1% (“Service Fee”) or as otherwise agreed in Separate Agreement. Unless otherwise set forth in the applicable Channel Addendum, the Service Fee is attained by Cloverly at the time the Supplier and Buyer enter into an agreement for sale of any Carbon Credits, and the Service Fee is due when the Buyer pays Supplier for the Purchased Carbon Credits. Supplier agrees to pay the Service Fee on all  Transactions. In the event that Supplier’s internal records of the transactions do not align with the records made in the Platform, the Customer shall provide Cloverly, upon request, verification, documentation and other records, for review and comparison. If Cloverly finds that additional Transactions were made, which were not recorded in the Platform, Supplier shall immediately rectify it and pay Cloverly any Service Fees owed on such additional Transactions.

1.2 Payment of Service Fee. The Service Fee is payable in accordance with the Channel Addendum or Separate Agreement.

1.3 Changes to Service Fees. Cloverly reserves the right to change the Service Fees or require Supplier to pay additional fees for use of and access to the Channels. All such changes or additional fees shall be effective immediately upon change or implementation of any new fees,  or as set forth in a notice. Cloverly retains the right to create limits on and related to the access and use of the Channel(s), in Cloverly’s sole discretion, at any time with or without notice.

1.4 Additional Paid Services. In addition to the Service Fee, Cloverly may charge additional fees for features, functionalities, access to channels, and other components of the Platform or Channel(s) (collectively, “Paid Services”) that Cloverly developed. If Customer would like to access and use any such Paid Services, the Supplier must execute a Separate Agreement and pay additional fees set forth in the Separate Agreement.

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1.5 Payment Information and Payment Processor. Supplier represents and warrants that all payment information provided to Cloverly, including, without limitation, credit card, PayPal, ACH, and any other payment information, is accurate, current and complete and the Supplier has the legal right to use such payment method. Additionally, Supplier represents and warrants that in the event Supplier requests to process any payment through Supplier’s payment processor, Supplier has all the necessary rights, licenses, and consents to use such payment processor. Cloverly assumes no liability or responsibility for any Transaction performed through any such Supplier’s payment processor. In the event that Supplier processes any payment through Cloverly’s provided payment processor, the Supplier acknowledges and agrees that any such payment processing and use of such payment processor shall be subject to such payment processor’s terms.

1.6 Overdue Payments. If Supplier fails to make any payments when due, without limiting Cloverly's other rights and remedies: (i) Cloverly may charge interest on the past due amount at the rate of 2% per annum or, if lower, the maximum amount permitted under applicable law; (ii) Supplier shall reimburse Cloverly for all reasonable costs incurred by Cloverly in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 days or more, Cloverly may suspend Supplier's and its Authorized Users' access to the Channel(s) until such amounts are paid in full.

1.7 Taxes. All fees to be paid pursuant to this Channels Listing Agreement are exclusive of any taxes, levies, or duties (“Taxes”), and the Supplier will be responsible for payment of all such Taxes excluding taxes based solely on Cloverly income. Unless Supplier provides Cloverly a valid state sales/use/excise tax exemption certificate, Supplier will pay and be solely responsible for all Taxes. Cloverly may invoice Taxes in accordance with the applicable law together on one invoice or a separate invoice.  Cloverly reserves the right to determine the Taxes for a transaction based on Supplier’s “bill to” or “ship to” address, or other information provided by Supplier on the location of Supplier’s use of the Services. Supplier will be responsible for any Taxes, penalties or interests that might apply based on Cloverly’s failure to charge appropriate tax due to incomplete or incorrect location information provided by Supplier.

1.8 Correction of Error in Pricing. In the event of an error in pricing in connection with Transaction, Cloverly may correct pricing errors that may inadvertently occur or to cancel any Transaction, at Cloverly’s sole discretion, that were purchased with pricing errors; or if there is an issue with Carbon Credit availability, specifications, content, descriptions, form, functionality or features of the Platform or Channel(s) with or without notice to Supplier. 

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C. CHANNELS GENERAL TERMS.

1. Activations of Channels. In the event that the Supplier elects to list, manage, and sell its Carbon Credits through the Channels, the Supplier must first upload information about its Carbon Credits that the Supplier owns or has under its management into the Platform and thereafter requests Cloverly to activate the elected Channel(s) in the Platform. Supplier acknowledges and agrees that Cloverly is not responsible to Supplier for any liability arising from any acts or omissions by or any interactions with a Buyer that engages Supplier through the Channel, including any negligent act or omission, misrepresentations, or misconduct by the Buyer.‍

2. Carbon Credit and Inventory.

2.1 Carbon Credit Inventory Information. The Supplier represents and warrants that all Inventory Information shall be accurate, not misleading, complete, and of a quality reasonably sufficient to be utilized for the purposes of the applicable Channel. Supplier acknowledges that any subsequent changes to (or errors discovered in) any Inventory Information published by Supplier, including information relevant to Carbon Credit verification or standard certification, must be immediately remedied or if Supplier may not correct and remedy such error, Supplier must immediately notify Cloverly.

2.2 Carbon Credit Project Listing.  Upon activation of the desired Channel in Platform and upload of Inventory Information into the Platform, Supplier may publish and list Carbon Credits that the Supplier wishes to market for sale in the applicable Channel, Supplier shall identify the Carbon Credits available for spot sale (“Current Listing”) or they are pre-issued Carbon Credits available for future sale (a “Forward Listing,” and together with Current Listing, each a “Listing”). Each Listing shall include mandatory information about the Carbon Credits and Carbon Credit Project (“Listed Credits”) as required by the Platform.

2.3 Issuance Date For Forward Listing. For any Forward Listing, Supplier must provide an estimated issuance date of any Forward Credits (“Estimated Issuance Date”) and use commercially reasonable efforts to effectuate the issuance of the applicable Forward Credits by the Estimated Issuance Date. Upon any change, Supplier must promptly update the Estimated Issuance Date of the Forward Credits on the Channel(s). Cloverly or Buyer may separately request an update related to the status of the Carbon Credit Projects underlying any Forward Listing, and the Supplier must promptly respond to Cloverly’s or Buyer’s requests.

2.4 Fee and Allocation of Carbon Credit. Supplier shall list the fee, currency, quantity and type of the Carbon Credits on the Channel Listing. Supplier may update the Channel Listing, at its sole discretion, and the change shall be in effect after the update is displayed on the Channel Listing.

2.5 Inventory And Price Changes By Supplier. To avoid any duplicative sales of any Listed Credits or in the event that Supplier elects to decrease or increase the Listed Credits on a Channel Listing, Supplier must immediately update the information in the Platform.

2.6 Rights and Licenses to Carbon Credit Projects. Without limiting anything in this Channel Listing  Agreement, Supplier hereby represents and warrants that (a) Cloverly takes no responsibility for, and assume no liability to Supplier or any third party in respect of, any Carbon Credits made available through the Channel(s), or sold pursuant to any agreements to which Supplier is a party (“Supplier Agreements”), and Supplier agrees to indemnify Cloverly against any claims by any third party (including Supplier’s customers, users of the Channel(s), visitors, and Buyers) relating to any Supplier’s Carbon Credits, Channel Listings, or Supplier Agreements.

3. Selling Carbon Credits.

3.1 Obligation to Sell or Purchase Carbon Credits. Any sale of Supplier’s Carbon Credits through any of the Channels is subject to the terms and conditions of this Channels Listing Agreement and the applicable Channel Addendum (except to the extent expressly agreed otherwise in Separate Agreement). Sale of Carbon Credit through any Channel made available by Cloverly is complete when all of the following conditions are met: (i) Supplier receives the fees paid by the Buyer for the Listed Carbon Credits, Delivery of the purchased Carbon Credits in accordance with the applicable Channel Addendum; and (ii) receipt of the Service Fee by Cloverly (as applicable).

3.2 Delisting of Channel Listing. Cloverly may, directly or indirectly, suspend or otherwise deny Supplier’s or any user’s access to or use of all or any part of the Platform and Channel, including suspend, take down, or delist any Channel Listings from any Channel, without incurring any resulting obligation or liability, if: (a) required under applicable law, rule, or regulation, to prevent an imminent security threat to Cloverly, or to prevent any harm or damage to any natural person(s); (b) Cloverly believes, in its reasonable discretion, that Supplier or any Supplier’s user has failed to comply with any material term or condition of this Channel Listing Agreement (including Supplier’s payment obligations), or accessed or used the Platform and Channels beyond the scope of the rights granted, or for a purpose not authorized; or (c) any information on the Channel Listing is false, untrue, or otherwise misleading. The foregoing sentence does not limit any rights or remedies that either party may be entitled under this Channels Listing Agreement or at law or in equity. Cloverly will give Supplier as much notice as reasonably practicable before suspending, except where Cloverly reasonably believes that the circumstances warrant immediate suspension.

4. Information Covenant.  Supplier will promptly notify Cloverly of any circumstances which may adversely or materially impact its ability to perform its obligations under this Channels Listing Agreement. For avoidance of doubt, such  notification does not absolve Supplier of any responsibilities, obligations, and requirements as set forth in this Channels Listing Agreement or any Transaction.

5. Responsibility for Listings.  Supplier acknowledges and agrees that Cloverly is not liable for any statements or representations in Supplier’s Listings. Supplier is solely responsible for the Listings and any information included on the Listings and Supplier expressly agrees to exonerate Cloverly from any and all responsibility and to refrain from any legal action against Cloverly regarding your Listings. Cloverly has the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Listings; (2) to re-categorize any Listings to place them in more appropriate locations in the Channels; and (3) to pre-screen or delete any Listings at any time and for any reason, without notice. We have no obligation to monitor your Listings.

6. Representations and Warranties.

6.1 Listing Related Representations and Warranties. At each of the time that Supplier posts a Listing on the Channel(s), the Supplier represents and warrants as follows:

(a) It is entering into this Channels Listing Agreement in connection with the conduct of its business and it has the capacity or ability to make Delivery of the Purchased Credits. With respect to the Transaction, it is a producer, processor, commercial user, or merchant in carbon emissions or the Purchased Credits, and it is entering into such Transaction for purposes related to its business as such;

(b) The Listed Credits were properly generated and issued in accordance with the applicable registry rules, and at the time of Delivery are not associated with any reversal event;

(c) The Listed Credits are held in Supplier’s registry account(s) or Supplier has necessary rights, licenses, power, or authority to ensure that if the Carbon Credits are held in a third-party registry account, the Carbon Credits can be assigned in accordance with the terms of this Channels Listing Agreement;

(d) With respect to Forward Credits, Supplier is not aware of any facts or circumstances that would prevent issuance by the Estimated Issuance Date into Supplier’s registry account(s);

(e) All information, including any project pictures, provided in the Listing are true and accurate with respect to the applicable offset project and Listed Credits, and there is no material omission or misleading information;

(f) Supplier has the necessary rights, licenses, or consent to use and publish all information, including any content and pictures, provided in the Listings;

(g) Supplier has full legal and beneficial title, or rights to, including good and marketable title thereto, free and clear of all encumbrances, and will convey and properly transfer all legal and beneficial rights, interests and title in the applicable Purchased Credits and all associated emission rights; 

(h) There is no pending litigation that could reasonably be expected to materially impair the Supplier’s ability to perform its obligations under this Channels Listing Agreement;

(i) Supplier has not sold, transferred or otherwise disposed of the Listed Credits and such Listed Credits have not otherwise been retired by any person prior to making it available on the Channel; 

(j) Such Listing is in compliance with all applicable laws, including the applicable registry rules;

(k) at the time Supplier makes the Carbon Credits available on the Channels to Buyers through the Channel(s), Supplier has obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to sell such Carbon Credits to Buyer, including good and marketable title thereto, free and clear of all encumbrances; 

(l) The information Supplier enters into the Platform in respect of the Supplier Agreements shall be complete and correct.

(m) Supplier is not acting as a fiduciary for or an advisor to a third party in respect of this Channels Listing Agreement; and

(n) Supplier has not sold, transferred, or otherwise disposed of the Purchased Credits and the Purchased Credits have not otherwise been, nor will be, sold, retired, or submitted for any purposes or used to satisfy any other carbon or environmental attribute obligations or commitment by any person at the time of this transaction.

6.2 Supplier’s Representations and Warranties. Supplier hereby represents and warrants that: (i) Supplier has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Channels Listing Agreement; (ii) this Channels Listing Agreement has been duly authorized, executed and delivered by Supplier and is the legal, valid and binding agreement of Supplier, enforceable against Supplier in accordance with its terms; (iii) Supplier’s execution of this Channels Listing Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of the Supplier or any obligations by which the Supplier is bound, whether arising by contract, operation of law or otherwise.

6.3 Compliance with Laws. Supplier represents, warrants and covenants to comply with applicable laws, rules, regulations and orders, and such compliance to include, without limitations, regulations relating to corruption and bribery, promptly obtaining and maintaining all governmental approvals as are necessary for the operation of its business, selling Carbon Credits, paying all taxes, assessments, and export, import, and governmental charges imposed upon it or upon the Carbon Credit.

6.4 Export Control. Carbon Credits may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. By making any sale through the Channels, the Supplier represents, warrants, and covenants that the Supplier is (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions. Supplier further agrees to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, Supplier agrees that you shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Carbon Credits pursuant to these Channels Listing Agreement to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

7. Rights and Licenses to Carbon Credit Projects. Without limiting anything in this Channel Listings Agreement or Separate Agreement, Supplier hereby represents and warrants that Cloverly takes no responsibility for, and assume no liability for Supplier or any third party in respect of, any Carbon Credits made available through the Separate Agreement, Channels, or any Supplier Agreements to which Supplier is a party, and Supplier agrees to indemnify Cloverly against any claims by any third party, including Buyers, users of the Platform, relating to such Carbon Credits, Listings, Supplier Agreements, or separate Agreement.

8. Term and Termination.

8.1 Term. This Channels Listing Agreement shall continue to be in force and effect unless terminated by the parties (“Term”), as set forth herein.

8.2 Default. Upon the breach of any provision of this Channels Listing Agreement by Supplier or an insolvency or bankruptcy with respect to Supplier, Cloverly may exercise any of the following remedies, in Cloverly’s sole discretion: (a) deactivations, rejection, or removal of any of  Listings, (b) suspension of Supplier’s Account; (c) termination of this Channels Listing Agreement, with no further obligations of Cloverly (except for any obligations that may have become due prior to such termination).

8.3 Termination for Convenience. Either Party may terminate this Agreement for any reason or for no reason, by providing the other party at least thirty (30) days’ prior written notice.

8.4 Effect Of Termination. In the event of a termination of this Channels Listing Agreement, Cloverly shall promptly deactivate or remove any Listings and Suppliers access to any Channels. In the event of a termination of this Agreement prior to Supplier’s Delivery of Carbon Credits already sold via the Channel(s), Cloverly shall allow Supplier a period following termination in which to Deliver the purchased Carbon Credits. To the extent this Channels Listing Agreement is terminated after the Delivery of a Carbon Credit sold via the Channels, then Supplier’s obligation to Deliver to Buyer the purchased Carbon Credits and pay Cloverly Service Fee and any other fees then in effect shall survive such termination.

9. Audit. Supplier shall keep complete and accurate records with respect to Carbon Credits, sales of and receipt of funds for Carbon Credits, Listings, and Supplier’s obligations in this Channels Listing Agreement, Channel Addendums, Supplier Agreement, or Separate Agreement. Supplier agrees to permit Cloverly, or, at Cloverly’s option, an independent third party, paid by Cloverly, to inspect any such records at reasonable times during normal business hours. In the event such audit discloses that the amounts previously paid or reported as due to Cloverly have been underpaid or under-reported as of the date of the audit, then Supplier shall immediately pay Cloverly the difference and all expenses incurred by Cloverly in performing the audit.

10. EXCEPT AS EXPRESSLY STATED IN THIS CHANNELS LISTING AGREEMENT, THE PLATFORM, CHANNELS, AND ANY SERVICES ARE PROVIDED ON AN AS-IS AND AS- AVAILABLE BASIS. SUPPLIER AGREES THAT SUPPLIER’S USE OF THE PLATFORM, CHANNELS, AND ANY SERVICES WILL BE AT SUPPLIER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, CLOVERLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM, CHANNELS, AND ANY SERVICES AND SUPPLIER’S USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT AS EXPRESSLY STATED IN THIS CHANNELS LISTING AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THIS CHANNELS LISTING AGREEMENT, CLOVERLY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S, CHANNEL’S, OR ANY SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE PLATFORM OR CHANNEL, AND CLOVERLY WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM SUPPLIER’S ACCESS TO AND USE OF THE PLATFORM, CHANNEL, AND ANY SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF CLOVERLY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, CHANNEL, OR ANY SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM, CHANNEL, OR ANY SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, CHANNEL, OR ANY SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN SUPPLIER, BUYER, AND ANY THIRDPARTY PROVIDERS OF PRODUCTS OR SERVICES.

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D. MISCELLANEOUS

1. Incorporation Of Other Terms. The terms outlined in the Platform Terms of Use or Separate Agreement (as applicable) are hereby incorporated into this Channels Listing Agreement by reference. This Channels Listing Agreement and any of the Channel Addenda may be amended from time to time with or without notice and shall apply to the use of the Channel(s) unless expressly stated otherwise in any Channel Addendums or Separate Agreement. In the event that Cloverly and Supplier execute a Separate Agreement, the Separate Agreement shall override the Platform Terms of Use, this Channels Listing Agreement and any Channel Addenda. In the event that there is no Separate Agreement but a conflict between the Platform Terms of Use and this Channels Listing Agreement exists, the Platform Terms of Use shall control. Supplier’s continued access or use of the Channels after the modification of this Channels Listing Agreement and/or Channel Addenda have become effective will be deemed Supplier’s Consent (as defined below) of the modified Channels Listing Agreement and/or Channel Addenda.

2. Electronic Signatures. For some activities related to the Platform, or other Cloverly’s products and services, Cloverly may permit you to use a personal computer equipped with an active connection to an internet service provider to access your Accounts and documents and to perform certain Transactions, as available. Additionally, Cloverly may communicate notices or changes to terms, this Channels Listing Agreement, or other terms that may apply to you (“Communication”). To facilitate this, you may be given the option to sign, consent to, or agree to (“Consent”) certain documents including, but not limited to, quotes, updates, notifications, terms and conditions, or other information that you request, transaction receipts, or any other documents requiring your Consent. You may be required to demonstrate your Consent electronically by either checking the appropriate box, engaging in a similar online process as instructed online or in Cloverly’s communication. You agree that by checking the appropriate box, engaging in a similar online electronic consent process, or by accessing and/or using your Account or Cloverly’s products or services after such Cloverly’s communication was sent to you, you are providing your electronic signature,consent, approval, and agree to be bound by the terms and conditions as outlined in that Communication just as if you had signed your name to a paper document.

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E. DEFINITIONS

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EXHIBIT A

CLOVERLY OMNICHANNEL DISTRIBUTION ADDENDUM

This Cloverly Omnichannel Distribution Addendum (“Cloverly Omnichannel Distribution Addendum”) is entered into by and between Cloverly Inc. incorporated in Delaware with registered address at 925B Peachtree St, NE #367, Atlanta, Georgia 30309 (“Cloverly”) and the entity identified in the signature block in the Channels Listing Agreement (“Supplier”), allowing Supplier to publish, market, and list Supplier’s available Carbon Credits to channel Buyers (“Cloverly Omnichannel Distribution”). The terms of the Channels Listing Agreement is incorporated herein by reference.

A. PARTICIPATION IN CLOVERLY OMNICHANNEL DISTRIBUTION

1. Consent to Contact. Supplier agrees and acknowledges that if Omnichannel Distribution is activated in Supplier’s Account, then Carbon Credits distribution Buyers may view Supplier’s Listings, message Supplier within Platform, or take such actions as Platforms allows to contact Supplier or show Supplier an interest in Supplier’s Listed Credits.

2. Supplier and Buyer Contract. Supplier acknowledges and agrees that the purchase of Supplier’s Carbon Credits shall be governed by a separate agreement executed by and between Supplier and the Buyer (“Supplier Contract”), which shall include payment obligations, price, and delivery details of the Carbon Credits, and other terms required in a contract for purchase and sale of Carbon Credits. Supplier acknowledges and agrees that Cloverly shall not be responsible nor liable for any payment of fees for Carbon Credit requested by the Supplier from the Buyer. Cloverly is only providing the channel.

B. SUPPLIER AGREEMENT AND SERVICE FEE.

1. Supplier Agreement for Purchased Credits. The Supplier and Buyer shall execute or agree to a Supplier Agreement which governs and addresses the following in regards to the Purchased Credits: (i) number and type of Carbon Credits that is being sold; (ii) fees to be paid by the Buyer; (iii) time, date, and means of Delivery; (iv) who is responsible for retiring the Carbon Credits; and (v) what happens in the event that there is Delivery Failure. In the event that the Purchased Credits are Forward Credits then the Buyer and Supplier must further agree on Estimated Issuance Date, including, but not limited to project update frequency, and any other terms necessary to complete the Transaction. Unless otherwise agreed to in the Supplier Agreement, each Supplier and Buyer shall bear its own costs and expenses in connection with the execution of the Supplier Agreement, including any fee imposed by any registry in connection with the transfer or retirement of Purchased Credits pursuant to the applicable registry rules.

2. Payment of Service Fee.  The Transaction facilitated by Omnichannel Distribution is subject to a Service Fee. The Service Fee will be calculated as a percentage of  the total fees paid by the Buyer to the Supplier for sale of Carbon Credits that was facilitated by Omnichannel Distribution and will be invoiced on a monthly basis.

 3. Cloverly’s Obligations. Supplier acknowledges and agrees that Supplier shall remain liable for any costs, expenses, liabilities, penalties or other losses that Cloverly and Buyer incurred due to Supplier’s failure to Deliver the Purchased Credits or to comply with any obligations set forth herein or in the Channels Listing Agreement. Supplier agrees that Cloverly is not involved in nor responsible for the sale of the Carbon Credits through Omnichannel Distribution and Cloverly disclaims any liability that may arise.

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C. MISCELLANEOUS

This Cloverly Omnichannel Distribution Addendum explicitly references the Channels Listing Agreement and the Platform Terms of Use made available at https://cloverly.com/platform-terms-of-use, which collectively govern all aspects not specifically addressed in this Cloverly Omnichannel Distribution Addendum. In the event that Cloverly and Supplier executed a Separate Agreement, the Separate Agreement shall override the Platform Terms of Use and in the event of conflict with the Separate Agreement with this Cloverly Omnichannel Distribution Addendum, the Separate Agreement shall apply. In the event of a conflict, between the Channels Listing Agreement and this Cloverly Omnichannel Distribution Addendum, the terms of this Cloverly Omnichannel Distribution Addendum shall control the matters related to Cloverly Omnichannel Distribution.

D. DEFINITIONS

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EXHIBIT B

CLOVERLY DIRECT PURCHASE SERVICES ADDENDUM

This Cloverly Direct Purchase Services Addendum (“Direct Purchase Services  Addendum”) is entered into by and between Cloverly, Inc. incorporated in Delaware with registered address at 925B Peachtree St, NE #367, Atlanta, Georgia 30309 (“Cloverly”) and the entity identified in the signature block of the Channels Listing Agreement (“Supplier”), allowing Supplier to access and Cloverly to publish, market, and make Supplier’s Carbon Credit available for purchase by Buyer, where Cloverly facilitates the transaction (“Direct Purchase Services”). The terms of the Channels Listing Agreement are incorporated herein by reference.

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A. CLOVERLY DIRECT PURCHASE SERVICES

1. Activation. Upon activation of Direct Purchase Services in Supplier’s account, Supplier may participate in Direct Purchase Services.

2. Supplier’s Listings. Supplier acknowledges and agrees that by electing  to participate in Direct Purchase Services, Cloverly may contact Supplier directly regarding Supplier’s Listings in connection with Buyer’s interest in Supplier’s Carbon Credits.

3. Non-Circumvention. Supplier covenants that during the Term of this Channel Listing Addendum, and for two years thereafter, Supplier will not solicit or attempt to solicit any Purchaser that contacted Supplier through the Channel(s) and shall not offer and/or agree to sell Supplier’s Carbon Credits outside of the Channel(s) without Cloverly’s involvement or approval or in any other way attempt to circumvent Cloverly.

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B. DELIVERY AND DELIVERY FAILURE

1. Spot Purchased Credits Delivery. Upon receipt of an order directly from the Cloverly through Direct Purchase Agreement (collectively “Carbon Credit Order”), the Supplier shall promptly Deliver the Carbon Credits, but in no event later than the deadline set out in the Carbon Credit Order or as otherwise agreed in writing with Cloverly.

2. Delivery of Forward Credits. If the Forward Credits are not issued on or before the Estimated Issuance Date despite the Supplier’s commercially reasonable efforts, the Supplier must promptly give notice to Cloverly and update the Estimated Issuance Date. Upon issuance, Supplier must then deliver the applicable Forward Credits to Cloverly within five (5) business days. If the Supplier fails to deliver the Forward Credits within 120 days from the original Estimated Issuance Date, Cloverly may, at its sole discretion, elect to permit continued updates to Estimated Issuance Date or request that the Supplier cure such delivery failure by delivering replacement credits that have been mutually agreed upon with Cloverly. If Supplier fails to deliver suitable replacement credits, Cloverly may elect to permanently remove Supplier from the Channel(s) and suspend or terminate Supplier’s access to and use of the Platform.

 3. Delivery Failure Remedy. If Supplier fails to Deliver the purchased Carbon Credits to Buyer (“Delivery Failure”), Supplier may cure such Delivery Failure by delivering Comparable Credits to Cloverly in a quantity equal to the number of Spot Purchased Credits that were required, but failed, to be delivered on the delivery deadline (“BRC Shortfall”), and Cloverly, at its sole discretion, may accept or reject the proposal. If Cloverly elects to accept such Comparable Credits, Supplier will promptly thereafter Deliver such Comparable Credits to Cloverly. If Cloverly rejects such Comparable Credits, within three (3) business days of receiving Supplier’s notice, Supplier will pay Cloverly a replacement cost, which equals the sum of (a) the difference between the unit price set forth on the Listing and the fair market price for Comparable Credits on the applicable delivery deadline, multiplied by the BRC Shortfall, and (b) Cloverly’s reasonable third-party costs and expenses (“Replacement Cost”). Supplier shall remain liable for any costs, expenses, liabilities, penalties or other losses that the Buyer incurred as well.

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C. PAYMENT

1. Payment for Purchased Credits to Supplier. After the Supplier Delivers the ordered Carbon Credits to Cloverly and provides Cloverly with an invoice, Cloverly shall pay the Supplier at the end of a month following the month when Carbon Credits were Delivered to Cloverly.

2. Payment of Service Fee. The Transaction conducted through Direct Purchase Services is subject to Service Fee. The Service Fee will be invoiced on a monthly basis and calculated as a percentage of the total fees paid by the Buyer to the Supplier for sold Carbon Credits through Direct Purchase Services.

D. TITLE TRANSFER AND RISK OF LOSS

Legal and beneficial title to, risk of loss and interest in the Purchased Credits, including those Purchased Credits that Cloverly holds on behalf of Buyer, will pass from Supplier to the applicable Buyer upon Delivery. By transferring the applicable Purchased Credits to Cloverly’s registry account(s), or by retiring the applicable Purchased Credits and providing Cloverly with reasonable documentary evidence of such retirement issued by the applicable registry, Supplier relinquishes all right, title, and interest to claim the environmental benefit associated with the applicable Purchased Credits. Each Party shall bear its own costs and expenses in connection with the execution of this Direct Purchase Services Listing Addendum and each Carbon Credit Order, including any fee imposed by any registry in connection with the transfer or retirement of Purchased Credits pursuant to the applicable registry rules.

E. MISCELLANEOUS

This Direct Purchase Services Addendum explicitly references the Channels Listing Agreement and the Platform Terms of Use made available at https://cloverly.com/platform-terms-of-use, collectively govern all aspects not specifically addressed in this Direct Purchase Services Addendum. In the event that Cloverly and Supplier executed a Separate Agreement, the Separate Agreement shall override the Platform Terms of Use, and in the event of conflict between the Separate Agreement with this Cloverly Omnichannel Distribution Addendum, the Separate Agreement shall apply. In the event there is a conflict between the Channels Listing Agreement and this Direct Purchase ServicesAddendum the terms of this Direct Purchase Services Addendum will control solely for matters related to Cloverly Direct Purchase Services.

F. DEFENITIONS