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Last Updated February 6, 2025

These Platform Terms of Use (these “Platform TOU”) are entered into between Cloverly, Inc., a Delaware corporation with offices at 925B Peachtree St, NE #367,Atlanta, Georgia 30309 (“Cloverly”,“ Company,” “we,” “us,” “our”) and the organization on whose behalf you are agreeing to these Platform TOU (“Supplier”, “you”, “your”) and govern your access and use of Cloverly’s online hosted platform, including any additionally activated features, functionalities or other products and services (collectively, “Platform”), whether you are accessing or using them as a guest, visitor, registered user, or account holder, as applicable. These Platform TOU, including any Exhibits, addendums, and terms applicable to your use of features, functionalities, or services of the Platform are a binding contract between you and Cloverly and are collectively referred to as “Agreement”.

By registering for and/or accessing, using, or subscribing to use the Platform, or otherwise affirmatively manifesting your intent to be bound by these Platform TOU, you represent and warrant that you have: (a) all necessary rights and authority necessary to enter into these Platform TOU on behalf of Supplier; and (b) read, understood, and agree to be bound by these Platform TOU on Supplier’s behalf, as well as all other agreements referenced herein and any future modifications thereto.

PLEASE READ THESE PLATFORM TERMS OF USE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE PLATFORM TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES.

A. ACCESSING AND USING THE PLATFORM

1. The Services

1.1 Purpose of Platform. The Platform allows the Supplier to (i) manage their Carbon Credit inventory and project information, including project media, pricing, quantity, and the tracking of transactions, payments, and sales agreements (“Supplier Agreements”) from Channels; and (ii) create, manage, and publish listings for Carbon Credit projects to market and sell their Carbon Credits through Cloverly’s channels. For purposes of this Agreement, “Carbon Credits” means to Supplier’s carbon credits, negative emissions, renewable energy credits, carbon removal credits, and similar assets quantified and tracked in the form of tons of CO₂e intended or anticipated to be avoided, reduced, or removed and issued as credits, whether owned by the Supplier or registered under the Supplier’s name.

1.2 Who May Use the Platform. You may use the Platform only if you are 18 years or older (or the legal age of majority in your jurisdiction), capable of forming a binding contract, and are not barred from using the Platform under applicable law. After you register for an account (“Account”) you will be able to access and use the Platform. Cloverly reserves the right to disable any account user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, there has been a violation of any provision of these Platform TOU or other posted policies, guidelines, or rules.‍

1.3 Right To Use and Access the Platform. Cloverly permits Supplier to use the Platform in accordance with the Agreement. Supplier’s access and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Cloverly, in its sole discretion, may elect to take.

1.4 Accessing the Platform. You are responsible for obtaining data network access necessary to use the Platform. Your mobile network's data and messaging rates and fees may apply if you access or use the Platform from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto. Cloverly does not guarantee that the Platform, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Cloverly reserves the right to modify, revise, or remove the Platform, at Cloverly’s sole discretion without notice. Cloverly may restrict access to some parts of the Platform. Cloverly will not be liable for any outages to the Platform that may occur, for whatever reason.

1.5 Prohibited Use Of The Platform. Supplier represents, warrants, and agrees that Supplier will not use the Services or interact with the Services in a manner that: infringes or violates the intellectual property rights or any other rights of Cloverly or any third party; access the Platform in any manner that compromises, breaks or circumvents any of our technical processes or security measures associated with the Platform; violates the security of any computer network, or cracks any passwords or security encryption codes; is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; tests the vulnerability of our systems or networks; access the Platform or documentation in order to replicate or compete with the Platform; attempt to use the Platform in a manner that exceeds rate limits, or constitutes excessive or abusive usage; violates any law or regulation, including any applicable export control laws; is fraudulent, deceptive, threatening, harassing, or defamatory; jeopardizes the security of Supplier’s account or anyone else’s (such as allowing someone else to log in to the Services other than authorized users); attempts, in any manner, to obtain the password, account, or other security information from any third party; violates the security of any computer network, or cracks any passwords or security encryption codes; runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while Supplier are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services (through use of manual or automated means); copies or stores any significant portion of the Data decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or violate any applicable law or regulation in connection with Supplier’s access to or use of the Services. Notwithstanding anything to the contrary in the Agreement, a violation of any of the foregoing is grounds for immediate termination of your right to use or access the Platform.

2. Account

2.1 Creating and Safeguarding Supplier’s Account. When creating an Account, Supplier agrees to provide Cloverly with accurate, complete and updated information for Supplier’s Account. We will notify you once your Account is created. If you are representing a corporation, company, or any other type of organization that already has at least one Account, please contact us and provide necessary information to connect your Account with your organization. Supplier is solely responsible for any activity on Supplier’s Account and for maintaining the confidentiality and security of Supplier’s password. Cloverly is not liable for any acts or omissions by Supplier in connection with Supplier’s Account. Supplier must immediately notify Cloverly  if Supplier knows or has any reason to suspect that Supplier’s Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of Supplier’s Account. Supplier agrees not to create or request to create any Account if Cloverly has previously
\removed Supplier’s Account, or Cloverly previously banned Supplier from any of Service. Supplier may request termination and deletion of Supplier’s Account. You may not transfer your account to anyone else without our prior written permission.

2.2 Suspension of Use and Supplier’s Account. Cloverly may suspend, disable, or delete Supplier’s Account and/or the Services with or without notice, for a breach of the Agreement or as otherwise determined by Cloverly. If Cloverly deletes Supplier’s Account for any suspected breach of the Agreement by Supplier, Supplier is prohibited from re-registering for the Services under a different name. Termination of Supplier’s access to the Services or any part thereof shall not relieve Supplier of any obligations arising or accruing prior to such termination or limit any liability that Supplier may otherwise have to Cloverly or any third party. Termination will not limit any of Cloverly’s other rights or remedies at law or in equity. Cloverly also reserves a right to audit your use of the Platform to ensure it does not violate any terms, conditions, and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your application complies with our terms and policies.‍

3. Paid Features and Functionalities. The Platform may have certain features and functionalities (“Paid Features”) that may be subject to payment of fees and additional terms and conditions. In the event that Supplier would like to access or use any such Paid  Features, Supplier must request Cloverly to activate such Paid Features in Supplier’s Account or execute Separate Agreements. ‍‍

4. Fees. Cloverly reserves the right to charge you a fee for use of the Platform by providing you with a notice or subject to a Separate Agreement.

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B. SUPPLIER’S PROVIDED CONTENT, CONFIDENTIALITY, AND PRIVACY

1. Content

1.1 Content Provided by Supplier. In connection with Supplier’s use of the Services, Supplier may upload, send, publish or display content on or through the Service, including (a) Supplier’s branding, logos or trademarks, (b) marketing content, images, descriptions, impact claims, removal time periods, registry certification information and Carbon Credit Project documentation, (c) Carbon Credit inventory, including existing and future credit issuances, estimated issuance periods and delivery dates, serial numbers and notes and (d) Sales Agreement information, including buyers, revenue, delivery dates, direct-sold credit inventory, emissions reduction payment agreements and associated notes (collectively, “Content”). 

1.2 Content License. In order to operate the Services, Cloverly must obtain from Supplier certain license rights in the Content so that actions Cloverly takes in operating the Services are not considered legal violations. Accordingly, by using the Services and uploading the Content, Supplier grants Cloverly a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure Content is viewable on smartphones as well as computers and other devices) the Content to be able to operate and provide the Services. Supplier agrees that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable, and include a right for Cloverly to make the Content available to, and pass these rights along to, others with whom Cloverly has contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose the Content to third parties if Cloverly determines such access is necessary to comply with Cloverly’s legal obligations.  By posting or submitting the Content through the Services, Cloverly represents and warrants that Supplier has, or has obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for the Content. Supplier agrees that the Content will not contain material subject to copyright or other proprietary rights, unless Supplier has the necessary permission or is otherwise legally entitled to post the material and to grant Cloverly the license described above.  Supplier is solely responsible for, and will at all times be the owner of, the Content.  Cloverly takes no responsibility and assume no liability for any Content that Supplier or any other user or third party sends over the Service.  Cloverly reserves the right to, but have no obligation to, monitor, delete, access, read, preserve, disclose or take other action with respect to the Content.

2. Service Data, Supplier Data

2.1 Service Data. The Services may involve the submission, collection or download of data, information and other content, in any form or medium, directly or indirectly through the Services by Supplier and other users, including transaction-level data reasonably required to enable Cloverly to provide the Services (“Service Data”). Except as otherwise provided in the Agreement, Cloverly does not acquire any ownership of any intellectual property rights in the Service Data. Notwithstanding the foregoing, Supplier hereby grant Cloverly a nonexclusive, perpetual, irrevocable, worldwide, sublicensable and royalty-free license to (i) copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Service Data to the extent reasonably required for the performance of the Services (ii) exercise Cloverly’s obligations under the Agreement, (iii) develop and improve the Services and (iv) for Cloverly’s internal business purposes. 

2.2 Control of Supplier Data. Supplier has exclusive control and responsibility for determining what data Supplier submits to the Services and for obtaining all necessary consents and permissions for submission of Supplier Data. Supplier is solely responsible for the accuracy, content and legality of all Supplier Data and for the acts and omissions of Authorized Users in connection with this Agreement. Supplier represents and warrants that Supplier has all necessary rights, licenses, consents, power, authority, and/or permissions to collect, share, process, disclose, and use Supplier Data as contemplated in this Agreement and to grant Cloverly the license described herein, without violation or infringement of any third-party intellectual property, publicity, privacy rights or any laws and regulation and agrees to comply with all applicable laws in its use of the Services. The Supplier will use reasonable measures to prevent and will promptly notify Cloverly of any known or suspected unauthorized use of Authorized User access credentials.‍

3. Non-Disclosure and Confidentiality of Information.

3.1 Disclosure. Each party may have disclosed prior to the Effective Date of the Agreement or will disclose during the Term of the Agreement to the other party certain confidential information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. “Confidential Information” means any information (including Transaction information) that is of value to its owner and is treated as confidential, including trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing. Supplier acknowledges that the Services are the Confidential Information of Cloverly. Confidential Information shall not include information that: (a) is already known to the recipient without restriction on use or disclosure prior to receipt of such information from the disclosing party; (b) is or becomes generally known by the public other than by breach of the Agreement by, or other wrongful act of, the recipient; (c) is developed by the recipient independently of, and without reference to, any Confidential Information of the disclosing party; or (d) is received by the recipient from a third party who is not under any obligation to the disclosing party to maintain the confidentiality of such information.

3.2 Requirement of Confidentiality. The recipient agrees: (a) not to disclose or otherwise make available Confidential Information to any third party without the prior written consent of the disclosing party, provided that the recipient may disclose the Confidential Information to its, and its Affiliates, officers, employees, consultants and legal advisors who have a “need to know”, who have been apprised of this restriction and who are themselves bound by nondisclosure obligations (b) to use the Confidential Information of the disclosing party only for the purposes of performing its obligations or as otherwise authorized under the Agreement; and (c) to promptly notify the disclosing party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of disclosing party.

3.3 Compelled Disclosure. If the recipient becomes legally compelled to disclose any Confidential Information, the recipient shall provide: (a) prompt written notice of such requirement so that the disclosing party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the disclosing party sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the recipient remains required by law to disclose any Confidential Information, the recipient shall disclose no more than that portion of the Confidential Information which, on the advice of the recipient’s legal counsel, the recipient is legally required to disclose and, upon the disclosing party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Cloverly may monitor Supplier's use of the Services and collect and compile data and information related to Supplier's use of the Services, including sales, pricing, statistical, and performance information, and other metrics applicable to Supplier’s use of the Services and Supplier’s sale of the Carbon Credits, which may be used by Cloverly in an anonymized manner ("Aggregated Statistics''). As between Cloverly and Supplier, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained by Cloverly. Supplier acknowledges that Cloverly may compile Aggregated Statistics based on Supplier Data input into the Services. Supplier agrees that Cloverly may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Supplier. Supplier provides Cloverly a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Supplier Data incorporated within the Aggregated Statistics, as long as it does not identify the Supplier. Notwithstanding anything contained in the Agreement, Aggregated Data shall not contain (i) any Confidential Information, (ii) any information that identifies or can be reasonably used to identify an individual person, (iii) any information that identifies or can be reasonably used to identify Supplier, or (iv) any information that identifies or can be reasonably used to identify any of Supplier’s activities or behaviors.

5. Feedback. Cloverly welcomes feedback, comments and suggestions for improvements to the Services (“Feedback”). Supplier acknowledges and expressly agrees that any contribution of Feedback does not and will not give or grant Supplier any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Cloverly, and Cloverly may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Supplier and without retention by Supplier of any proprietary or other right or claim. Supplier hereby assigns to Cloverly any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that Supplier may have in and to any and all Feedback. 

6. Publicity. Supplier agrees that Cloverly may identify Supplier as a user of the Services, including but not limited to using or disclosing Supplier’s name and corporate logo on or through the Services, the Cloverly website, social media pages and other promotional and marketing materials, including in press releases and on the internet, which may or may not require Supplier’s participation. Cloverly will promptly cease any further promotional use of Supplier’s name and logo upon request by Supplier. Subject to the limited permission granted herein, all title and interest to Supplier’s name and logo will remain Supplier’s exclusive property, and all goodwill arising from Cloverly’s use of Supplier’s name and logo will incur to Supplier’s benefit. Supplier agrees that Supplier will not publicly identify Cloverly or make any references to the Services without Cloverly’s prior written consent, including in any promotional and marketing efforts.

7. Privacy Policy. Cloverly’s Privacy Policy describes how Cloverly handles personal information that Supplier provides when Supplier uses the Services or creates an Account. Supplier represents and warrants that Supplier shall not provide Cloverly any Service Data, Content, or Feedback that includes any personally identifiable information

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C. INTELLECTUAL PROPERTY

1. Intellectual Property Rights. All right, title and interest, including all intellectual and proprietary rights, in and to the Services, and all Cloverly service marks, trademarks, trade names, logos, texts, graphics, and any modifications to the foregoing (“Marks”) will remain in possession of Cloverly and are protected under copyright, trademark and other intellectual property laws. No right or implied license or right of any kind is granted to Supplier regarding the Services. Subject to Supplier’s rights in the Content, Cloverly and its licensors reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works. Supplier agrees that all uses of the Marks by Supplier shall be in such a manner as to inure at all times to the benefit of Cloverly. Upon the request of Cloverly, Supplier will discontinue the use of any Marks. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Cloverly.‍

2. Third-Party Services and Materials.  Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Services, Supplier acknowledges and agrees that Cloverly is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. Cloverly does not warrant or endorse and do not assume and will not have any liability or responsibility to Supplier or any other person for any third-party services, Third-Party Materials, or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to Supplier.

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D. TERMINATION

You’re free to stop using the Platform at any time. Please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Platform. Cloverly is also free to terminate (or suspend access to) your use of the Platform or your Account, for any reason in our discretion, including your breach of these Platform TOU. Cloverly has the sole right to decide whether you are in violation of any of the restrictions set forth in these Platform TOU. Account termination may result in destruction of any Data associated with your account, so keep that in mind before you decide to deactivate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Platform TOU), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Cloverly. If you have deactivated your account by mistake, contact us immediately at support@cloverly.com, and we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

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E. REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties. Each party represents and warrants to the other that (i) such party is a legal entity, duly formed and validly existing and in good standing under the laws of the state of its formation, (ii) such party has the full power and authority to execute, deliver, and perform the Agreement and to carry out the transactions (if any) contemplated hereby; (iii) the execution and delivery hereof by such party and the carrying out by such party of the transactions contemplated herein have been duly authorized by all requisite entity action; (iv) none of the execution, delivery and performance by such party hereof conflicts with or will result in a breach or violation of any law, contract or instrument to which such party is a party or is bound; (v) such party is not relying upon any representations of the other party other than those expressly set out in the Agreement; and (vi) each party has entered into the Agreement with a full understanding of the material terms and risks hereof and is capable of assuming those risks.

2. Disclaimers. SUPPLIER’S ACCESS TO AND USE OF THE SERVICES ARE AT SUPPLIER’S OWN RISK. SUPPLIER UNDERSTANDS AND AGREE THAT THE SERVICES ARE PROVIDED TO SUPPLIER ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CLOVERLY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (“CLOVERLY ENTITIES”) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY, WHETHER EXPRESS OR IMPLIED, FOR: (I) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES; INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT (II) ANY HARM TO SUPPLIER’S COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM SUPPLIER’S ACCESS TO OR USE OF THE SERVICES; (III) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; AND (IV) WHETHER THE SERVICES WILL MEET SUPPLIER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (E) ANY CONDUCT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING ANY SUPPLIERS, NOT UNDER CLOVERLY’S CONTROL. ANY INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CLOVERLY ENTITIES OR THROUGH THE SERVICES, INCLUDING FROM ANY SUPPLIERS, IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. ANY RELIANCE SUPPLIER PLACES ON SUCH INFORMATION IS AT SUPPLIER’S OWN RISK, AND CLOVERLY DISCLAIMS ALL LIABILITY ARISING FROM ANY SUCH RELIANCE.

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F. LIMITATIONS OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, SUPPLIER AGREES THAT IN NO EVENT WILL THE CLOVERLY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO SUPPLIER’S USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE PLATFORM TOU OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE PLATFORM TOU AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE CLOVERLY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE PLATFORM TOU OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO SUPPLIER. THE CLOVERLY ENTITIES’ TOTAL LIABILITY TO SUPPLIER FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT SUPPLIER PAID THE CLOVERLY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM (EXCLUDING ANY AMOUNTS PAID BY SUPPLIER FOR ANY CARBON CREDITS HEREUNDER). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

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G. INDEMNIFICATION

By accessing or using the Services, Supplier agrees that Supplier shall defend, indemnify and hold the Cloverly Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Cloverly Entities arising out of or in connection with: (i) Supplier’s violation or breach of any term of the Agreement or any applicable law or regulation; (ii) Supplier’s violation of any rights of any third party, including any intellectual property rights; (c) Supplier’s use of, misuse of or access to the Services; (iii) Supplier’s Content; or (iv) Supplier’s negligence or willful misconduct. If Supplier is obligated to indemnify any Cloverly Entity hereunder, then Supplier agrees that Cloverly (or, at its discretion, the applicable Cloverly Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Cloverly wishes to settle, and if so, on what Platform TOU, and Supplier agrees to fully cooperate with Cloverly in the defense or settlement of such claim.

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H. CHANGES TO TERMS AND PLATFORM

1. Our Platform is evolving, and hence we may update the Platform and these Platform TOU from time to time. If we modify these Platform TOU, we’ll let you know either by posting the updated Platform TOU on the Platform or through other communications. It’s important that you review these Platform TOU whenever we update them or when you use the Platform. If you continue to use the Platform after we have posted updated Platform TOU, you are agreeing to be bound by the updated Platform TOU. If you don’t agree to be bound by the updated Platform TOU, then you may not use the Platform anymore and you are prohibited from doing so. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Platform, at any time and without notice.

2. You acknowledge that Cloverly may establish general practices and limits concerning use of the Platform, including the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on Cloverly’s or its third-party service providers’ servers on your behalf. You agree that Cloverly  has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Platform. You acknowledge that Cloverly reserves the right to terminate or suspend accounts and credentials  that are inactive for an extended period of time. You further acknowledge that Cloverly reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

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I. MISCELLANEOUS.

1. Trade Restrictions. No party shall be obliged to act in any way or to perform, and nothing in the Agreement is intended, or should be interpreted or construed as requiring or inducing a party to act in any way or to perform any obligation otherwise required by the Agreement  (including without limitation an obligation to (i) perform, deliver, accept, sell, purchase, pay or receive monies to, from or through a person or entity, or (ii) engage in any other acts) if this would be in violation of, inconsistent with, penalized or prohibited by, or expose such party to punitive measures under any applicable laws of the United States of America or other jurisdiction applicable to the party relating to international boycotts, trade sanctions, foreign trade controls, export controls, non-proliferation, anti-terrorism or similar laws (“Trade Restrictions”). Where any performance by a party would be in violation of, inconsistent with, or expose such party to punitive measures under a Trade Restriction, such party (“TR Affected Party”) shall, as soon as reasonably practicable, give written notice to the other party of its inability to perform. The TR Affected Party shall be entitled immediately to suspend the performance of the obligation (whether a payment or performance obligation) until such time as the TR Affected Party may lawfully discharge such obligation. If such inability by the TR Affected Party to perform its obligations under the Agreement persists for more than thirty (30) days, the parties undertake to enter into negotiations in good faith regarding a variation of the Agreement in order to ensure that neither the Agreement nor its implementation constitutes a contravention of such law.

2. Reliance on Information Posted. The information presented throughout the Site and Platform is made available for general information purposes only. Cloverly does not warrant the accuracy, completeness, or usefulness of the information. Any reliance you place on such information is at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to the Site, or by anyone who may be informed of any of its contents.

3. SMS Messaging and Phone Calls. Certain portions of the Services may allow Cloverly to contact Supplier via telephone or text messages. Supplier agrees that Cloverly may contact Supplier via telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by Supplier or on Supplier’s behalf in connection with Supplier’s use of the Services, including for marketing purposes. Supplier understands that Supplier is not required to provide this consent as a condition of purchasing any Services. Supplier also understands that Supplier may opt out of receiving text messages at any time. If Supplier does not choose to opt out, Cloverly may contact Supplier as outlined in Cloverly’s Privacy Policy.

4. Survival. Sections A 2.2, A.4, B, C, F, G, and I and any other provisions which, by their nature, are intended to survive termination or expiration of the Agreement. 

5. Notices.  All notices and invoices made in connection with or required by this Agreement will be: a) in writing at the address provided in the Separate Agreement, Account, or as otherwise notified by that party to the other party from time to time; (b) served by prepaid registered post, third-party courier service or email. A notice will be deemed to be received, given or effective at the following time: (i) in the case of third-party courier service or prepaid registered post, on the date it is delivered or, if such delivery was refused, on the day such delivery was attempted in good faith by the notifying party; and (ii) in the case of email, on the date and time that the email is delivered into the recipient’s email account.

6. Consent to Electronic Communications. Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Cloverly or anyone calling on its behalf, you expressly consent to be contacted by Cloverly and anyone calling on its behalf for any and all purposes arising out of or relating to these Platform TOU or your use of the Platform, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto-telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from Cloverly, its agents, representatives, affiliates or anyone calling on its behalf at the specific number(s) you have provided to Cloverly, or numbers we can reasonably associate with your Account (through skip trace, caller ID capture or other means), with information or questions about your Account or use of the Platform. You certify, warrant and represent that the telephone numbers that you have provided to us are your correct and current contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us and agree to promptly alert us whenever you stop using a particular telephone number. Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by email, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we may listen to and record calls for quality monitoring purposes. You consent to receive communications from us in electronic form should we so elect, including any and all disclosures and other communications that are required by law.

7. Amendment, Choice of Law, Severability, Assignment, & Waiver. The Agreement, (including these Platform TOU, the Separate Agreement ,and Exhibits attached thereto), together with the Privacy Policy contains the entire understanding of the parties with respect to the subject matter hereof and shall completely and fully supersede all prior understandings or agreements, both written and oral, including any term sheet, between the parties relating to the subject matter hereof and thereof. Cloverly may modify these Platform TOU from time to time in which case Cloverly will update the “Last Revised” date at the top of these Platform TOU. Supplier’s continued access or use of the Services after the modifications have become effective will be deemed Supplier’s acceptance of the modified Platform TOU. If any provision of the Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Agreement and shall not affect the validity and enforceability of any remaining provisions. These Platform TOU and the licenses granted hereunder may be assigned by Cloverly but may not be assigned by Supplier without the prior express written consent of Cloverly. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. A breach of the Agreement may cause Cloverly irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Cloverly will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which Cloverly may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in the Agreement to the contrary. The section headings used herein are for reference only and shall not be read to have any legal effect. No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Platform TOU, and Supplier does not have any authority of any kind to bind Cloverly in any respect whatsoever. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of the Agreement. The Services are operated by Cloverly in the United States. These Platform TOU are governed by the laws of the State of Georgia, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Exhibit A, or if arbitration does not apply, then the state and federal courts located in the state of Georgia.

8. Electronic Signatures. For some activities related to the Platform, 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. To facilitate this, you may be given the option to sign or agree to certain documents including, but not limited to, quotes, updates, notifications or other information that you request, transaction receipts, documents requiring your signature, or any other documents (“Communications”) electronically by either checking the appropriate box or engaging in a similar online process as instructed online. You agree that by checking the appropriate box within or adjacent to the applicable Communication or engaging in a similar online electronic consent process, you are providing your electronic signature and agree to be bound by the terms and provisions such Communication just as if you had signed your name to a paper document.

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J. DEFINITIONS

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EXHIBIT A

ARBITRATION AND CLASS ACTION WAIVER.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT SUPPLIER’S LEGAL RIGHTS, INCLUDING SUPPLIER’S RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR SUPPLIER’S CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

1. Informal Process First. Supplier and Cloverly agree that in the event of any dispute between Supplier and the Cloverly Entities, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both Supplier and Cloverly agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

2. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Cloverly’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. Supplier and Cloverly agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Platform TOU). Because Supplier’s contract with Cloverly, the Agreement, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgement on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Agreement will take place on an individual basis – class arbitrations and class actions are not permitted. Supplier understands that by agreeing to the Agreement, Supplier and Cloverly are each waiving the right to trial by jury or to participate in a class action or class arbitration.

3. Exceptions. Notwithstanding the foregoing, Supplier and Cloverly agree that the following types of disputes will be resolved in a court of proper jurisdiction

3.1 Disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;

3.2 Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

3.3 Intellectual property disputes.

4. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if Supplier demonstrates that any such costs and expenses owed by Supplier under those rules would be prohibitively more expensive than a court proceeding, Cloverly will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of Supplier’s claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. In that case, Supplier agrees to reimburse Cloverly for all monies previously disbursed by it that are otherwise Supplier’s obligation to pay under the applicable rules. If Supplier prevails in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Cloverly before the arbitrator was appointed, Cloverly will pay Supplier the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

5. Opt-Out.support@cloverly.com. The notice must be sent to Cloverly within thirty (30) days of Supplier’s first registering to use the Services or agreeing to the Agreement; otherwise, Supplier shall be bound to arbitrate disputes on a non-class basis in accordance with the Agreement. If Supplier opts out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. Supplier may not opt out of only the class action waiver and not also the arbitration provisions.  If Supplier opts out of these arbitration provisions, Cloverly also will not be bound by them.

6. Waiver Of Right To Bring Class Action And Representative Claims. To the fullest extent permitted by applicable law, Supplier and Cloverly each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted only in the respective party’s individual capacity and not as part of any class (or purported class), consolidated, multiple-plaintiff, or representative action or proceeding (“Class Action”). Supplier and Cloverly agree to waive the right to participate as a plaintiff or class member in any Class Action. Supplier and Cloverly expressly waive any ability to maintain a Class Action in any forum. If the dispute is subject to arbitration, the arbitrator will not have the authority to combine or aggregate claims, conduct a Class Action, or make an award to any person or entity not a party to the arbitration. Further, Supplier and Cloverly agree that the arbitrator may not consolidate proceedings for more than one person’s claims, and it may not otherwise preside over any form of a Class Action. For the avoidance of doubt, however, Supplier can seek public injunctive relief to the extent authorized by law and consistent with the exceptions clause above. If this Class Action waiver is limited, voided, or found unenforceable, then, unless the parties mutually agree otherwise, the parties’ agreement to arbitrate shall be null and void with respect to such proceeding so long as the proceeding is permitted to proceed as a Class Action.   If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.