Marketplace Supplier Listing Agreement

Last updated: December 2022

This is the Marketplace Supplier Listing Agreement (this “Agreement”) for suppliers (each a “Supplier“) who are listing carbon credits on Cloverly, Inc. for sale.

Project Listing Application

From time to time, Supplier may submit an application (a “Project Listing Application”) to Cloverly requesting Cloverly to list Supplier’s carbon projects as having available carbon credits for spot sale (a “Current Listing”) or as having pre-issuance carbon credits available for future sale (a “Forward Listing,” and together with Current Listing, each a “Listing”) on Cloverly’s Application Programming Interface and website marketplace (together, the “Marketplace”). Each Project Listing Application shall include any information requested by Cloverly regarding the Listing. Cloverly will promptly review Supplier’s Project Listing Application and, in the event that Cloverly approves Supplier’s Project Listing Application, Supplier may list carbon credits (“Listed Credits”) pursuant to an approved Listing as available for sale to third party users (each, a “Buyer”) of the Marketplace. Supplier must not sell, transfer, retire or otherwise dispose of the Listed Credits to any person other than a Buyer while the Listing is active on the Marketplace.

Listing

Supplier must not sell, transfer, retire or otherwise dispose of any carbon credits that are subject to an active Listing to any person other than a Buyer on the Marketplace. For any Forward Listing, Supplier must provide on the Marketplace an estimated issuance date of all Listed Credits that are subject to a Forward Listing (the “Estimated Issuance Date”) and must use commercially reasonable efforts to effectuate the issuance of the applicable Listed Credits by the Estimated Issuance Date. Supplier must promptly update the Estimated Issuance Date of the Listed Credits on the Marketplace. Cloverly may separately request an update related to the status of the carbon projects underlying any Forward Listing, and the Supplier must promptly respond to Cloverly’ s request.

Marketplace Order

Buyers may purchase Listed Credits by processing an order with Cloverly for such Listed Credits and paying the applicable purchase price designated in the Listing (the “Purchase Price”), plus the applicable Fee (as defined in Section 8 below). Acceptance of the payments from the Buyer and the transmittal of the Purchase Price to the Supplier are processed by a third party payment processor designated by Cloverly. Once Buyer completes such an order in Marketplace (a “Marketplace Order”), including payment of the purchase price plus the Fee, Cloverly will process the Marketplace Order and the applicable Listed Credits will become “Purchased Credits.”

Delivery and Settlement

On a monthly basis, Cloverly will provide Supplier with a statement summarizing all of Supplier’s Marketplace Orders of the prior month (the “Cloverly Statement”). Purchased Credits that have been issued as of the date of the Cloverly Statement shall become “Spot Purchased Credits,” and other Purchased Credits whose Estimated Issuance Date has not arrived as of the date of the Cloverly Statement shall become “Prepaid Credits.” Each Cloverly Statement shall include both Spot Purchased Credits and Prepaid Credits. The Prepaid Credits shall become Spot Purchased Credits as soon as they are issued by the applicable registry.
Upon receipt of any such Cloverly Statement, Supplier will promptly deliver all Spot Purchased Credits as specified in the Cloverly Statement by transferring such Spot Purchased Credits to Cloverly’s registry account(s) (the “Supplier Delivery”). Legal and beneficial title to, risk of loss and interest in the Purchased Credits will pass from Supplier to the applicable Buyer upon Supplier Delivery. Each Party shall bear its own costs and expenses in connection with the execution of this Agreement and each Marketplace Order, including any fee imposed by any registry in connection with the transfer or retirement of Purchased Credits pursuant to the applicable registry rules.
After each Supplier Delivery, for each Marketplace Order in the applicable statement, Cloverly will direct its third party payment processor to pay Supplier an amount equal to Supplier’s Purchase Price. For the avoidance of doubt, the payment will not include the amount for Prepaid Credits that have not been delivered to Cloverly.
If the Prepaid 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 Prepaid Credits to Cloverly within five (5) business days. If the Supplier fails to deliver the Prepaid 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 to Cloverly. If Supplier fails to deliver suitable replacement credits, Cloverly may elect to permanently remove Supplier from the Marketplace.

Representation and Warranties

At each of: (a) the time that Supplier submits a Project Listing Application, (b) the time that Supplier posts a Listing on the Marketplace, (c) and the time of each Supplier Delivery, Supplier represents and warrants as follows:

it is a legal entity, duly formed and validly existing and in good standing under the laws of the state of its formation;
it has the full power and authority to execute, deliver, and perform this Agreement and to carry out the transactions contemplated hereby;
each Listed Credit has been or will have been validly issued by the applicable registry set forth in the Project Listing Application, and such Listed Credits are held or will be held in Supplier’s registry account(s);
all information, including any project pictures, provided in the Listing and Project Listing Application is true and accurate with respect to the applicable offset project;
it has the right to use and publish all information provided in the Project Listing Application;
it has full legal and beneficial title and rights to all Listed Credits, free and clear of all encumbrances;
it has not sold, transferred or otherwise disposed of the Listed Credits and such Listed Credits have not otherwise been retired by any person; and
it is in compliance with all applicable laws, including the applicable registry rules.

Covenants

Supplier covenants as follows: (a) during the term of the Listing and before Supplier Delivery, Supplier will maintain sole ownership and possession of all Listed Credits and Purchased Credits (including both Spot Purchased Credits and Prepaid Credits) in its registry account, free and clear of all encumbrances, and will promptly remove any encumbrances that do attach to the Listed Credits; (b) it will not directly contact Cloverly’s customers with respect to carbon offset transactions or in any other way attempt to circumvent the Marketplace; and (c) it will not enter into any separate emissions reduction purchase agreement governing any Marketplace Order.

Pricing

Supplier may set the pricing of the Listed Credits in US Dollars and update the pricing up to one time every month.

Cloverly Fees

Cloverly will charge a transaction fee per Marketplace Order (the “Fee”), which Cloverly will add on to Supplier’s Purchase Price and will be paid by the Buyers in respect of such Marketplace Order, provided, however, that Cloverly may change the Fee applicable to any Listing or any Marketplace Order at any time prior to execution of such Marketplace Order.

Default

Upon the breach of any provision of this 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) rejection or removal of any of Supplier’s Listings, (b) suspension of Supplier’s Marketplace account; (c) termination of this Agreement, with no further obligations of Cloverly (except for any obligations that may have become due prior to such termination).

Auditing

Cloverly may request supporting documentation or conduct a third-party audit of Supplier’s Listings at its sole discretion. Buyers or Cloverly may have questions from time to time related to Supplier’s Listings or Project Listing Application. Seller will respond to Buyers’ and Cloverly’s questions and provide required documentations within one (1) business day.

Online Terms

Separately, Supplier’s use of the Marketplace, and any transactions hereunder or thereunder is governed by this online Marketplace Supplier Listing Agreement and by the “Third-Party Services and Materials,” “Confidentiality,” “Disclaimers, Limitations of Liability and Indemnification,” and “Arbitration and Class Action Waiver” sections of Cloverly Supplier Platform Terms of Service posted at https://www.cloverly.com/supply-terms-of-service, as such Marketplace Supplier Listing Agreement and Terms of Service may be amended from time to time, and such terms of service are incorporated into this Agreement as though set forth herein in full.

Termination

Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party. Upon termination, Cloverly shall remove all Supplier Listings from the Marketplace and provide Supplier with a statement summarizing outstanding Marketplace Orders (the “Termination Statement”). With respect to the Termination Statement, the Parties shall follow the same delivery and settlement procedure as the monthly Cloverly Statement specified in Section 3. Notwithstanding the foregoing, to the extent that Supplier continues to utilize the “Service” as defined in the Terms of Service, Supplier shall remain subject to the Terms of Service.