Last modified: August 1, 2023

THESE TERMS OF USE CREATE A LEGAL AGREEMENT (THIS “AGREEMENT”) BETWEEN GRAIN ECOSYSTEM, INC. (“GRAIN” OR “WE” OR “US” OR “OUR”) AND THE USER OF THE SERVICE ENTERING INTO THIS AGREEMENT (“YOU” OR “YOUR”). YOU SHOULD CAREFULLY READ THIS AGREEMENT. THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE GRAINECOSYSTEM.COM AND ANY SUBDOMAINS (THE “SITE”) AND THE SERVICES, FEATURES, AND INFORMATION AVAILABLE ON THE SITE (TOGETHER WITH THE SITE, ALONG WITH ASSOCIATED AND SUCCESSOR WEBSITES, APPLICATIONS, FEATURES, INFORMATION, AND SERVICES, OR ANY PART THEREOF, THE “SERVICE”).

BY CHECKING THE "I ACCEPT” BOX OR BY ACCESSING OR USING THE SERVICE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Changes to this Agreement. Except with respect to Section 10.4 (Mandatory Arbitration), Grain reserves the right, in its sole discretion, to change, modify, replace, add to, supplement or delete any terms and conditions of this Agreement at any time; provided, however, that Grain will use reasonable efforts to provide you with notification of any material changes (as determined in Grain’s sole discretion) by email, postal mail, website posting, pop-up screen, or in-Service notice. You should visit this page whenever you use the Service to review this Agreement and learn if any terms have changed. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes.

2. Access to the Service.

2.1. The Service consists of an online platform that aids developers of and investors in carbon offset projects (“Project(s)”) in: performing Project eligibility assessments and carbon profiling; assessing Project profitability; marketing a Project within the sustainability ecosystem; and preparing and managing Project documentation (“Reports”). If you would like to share the Reports with any third parties, you and Grain must enter into a Partner Engagement Agreement.

2.2. Subject to your compliance with this Agreement, Grain grants to you a non-exclusive, non-transferable, revocable, limited license to use the Service and Reports for your internal, non-commercial use. You agree not to use the Service for any other purpose, or to download, save, copy or distribute the Reports except strictly in connection with your proper use of the Service or as specifically allowed in this Agreement.

2.3. Grain may change, modify, suspend, or discontinue in its entirety or any aspect of the Service at any time. Grain may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability.

2.4. You grant Grain the right to communicate with you at the email address provided in connection with the provision of the Service to you.

2.5. Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of this Agreement may constitute infringement of Grain’s proprietary rights in and to the Service and Reports (as applicable). Grain reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any reason at Grain’s discretion.

3. Ownership of Intellectual Property.

3.1. All Reports and other materials that are part of the Service are owned, controlled, or licensed by Grain and its licensors and are protected by law from unauthorized use. Grain, and the Grain logos, are trademarks of Grain and may not be used without the express written permission of Grain.

3.2 You hereby grant Grain a worldwide, non-exclusive, perpetual, royalty-free license to (i) process and disclose to third parties any information you provide to the Service for the purpose of providing the Service and any Reports; (ii) utilize such information to improve its products and services, and (iii) disclose such information to third parties in aggregate and anonymized form.

4. Passwords. You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account. Nobody but you may use your password or your account and you are responsible for all actions taken by individuals who use the Service through your password or account in contravention of the foregoing. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform Grain of any need to block sign-in of your account. You grant Grain and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service.

5. Usage Rules. As a condition of your use of and access to the Service, you agree to comply with any specific rules published within the Service as well as the following usage rules, which Grain may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 1). You agree that you will not:

(a)  Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (including source code or object code) with respect to the Service or any software or other products or processes accessible through the Service, including the Reports;

(b)  use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;

(c) distribute any virus, time bomb, trap door, Trojan horse, worm, malware, ransomware or other harmful, malicious or disruptive computer code, mechanism, software, script, agent or program;

(d) interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;

(e) sell the Service, the Reports, or any part thereof including but not limited to user accounts and access to them;

(f) violate any applicable law, including without limitation any applicable export laws;

(g) harvest or otherwise collect information about others;

(h) infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;

(i) engage in conduct that conflicts with the spirit or intent of the Service, including without limitation, restricting any other user from using or enjoying the Service, or exposing Grain or another to any liability or detriment of any kind.

6. No Endorsement. In creating the Reports and providing the Service, Grain may rely on third-party sources that Grain has not vetted. Your reliance on the Service or the Reports is at your own risk. Grain does not endorse or warranty any product, service, opinion, or other information that may be referenced on or through the Service.

7. Disclaimers; Limitations; Waivers of Liability.

7.1. The Service is an online tool designed to help you streamline projects, find investment opportunities, and participate in the voluntary carbon market for carbon offset credits. There is no guarantee that: the Project or the resulting voluntary carbon offset credits will be certified or verified by the appropriate standards-setting organizations and registries; voluntary carbon market participants will invest in the Project; the resulting Project voluntary carbon offset credits will be purchased or traded; the carbon profile calculations in the applicable Report may be replicated; the financial and investment results contained in the applicable Report may be replicated. Actual Project costs could be significantly higher than costs used in the calculation of the results in the Report.

7.2. NEITHER GRAIN NOR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (“GRAIN PARTIES”) ARE PROVIDING YOU ANY ADVICE THROUGH YOUR USE OF THE SERVICE. Grain does not endorse or recommend the investment in nor purchase or sale of any carbon offset credits. You are responsible for all aspects of your use of the Reports including any decisions about whether to pursue or abandon a Project as a result of using the Service and/or Reports.

7.3. YOU ACKNOWLEDGE AND AGREE THAT GRAIN DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY REPORTS AND GRAIN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY YOU FROM YOUR USE OF THE REPORTS. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND THE REPORTS IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS," “AS AVAILABLE,” AND “WITH ALL FAULTS” AND GRAIN DOES NOT MAKE ANY WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NONE OF THE GRAIN PARTIES WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.

7.4. THE GRAIN PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT THEREIN (INCLUDING WITHOUT LIMITATION RESULTS OBTAINED FROM THE SERVICE AND/OR THE REPORTS) WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. GRAIN IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING THE SERVICE.

7.5. THE GRAIN PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST REPORTS, LOSS OF OPPORTUNITIES, INVESTMENT LOSSES, OR BUSINESS INTERRUPTION, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE REPORTS OR THE SERVICE, WHETHER OR NOT THE GRAIN PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.6. GRAIN SHALL NOT BE LIABLE TO YOU FOR THE UNAVAILABILITY, INTERRUPTION, DELAY, INCOMPLETENESS OR INACCURACY OF CONTENT FROM GRAIN’S THIRD-PARTY INFORMATION PROVIDERS. YOU HEREBY ACKNOWLEDGE THAT, IN PROVIDING THE REPORTS, GRAIN IS NOT PROVIDING LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVICE NOR RECOMMENDING THE PURCHASE OR SALE OF ANY CARBON OFFSET CREDITS OR PROJECT INVESTMENTS.

7.7. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).

8. Release. You forever release, discharge, and covenant not to sue the Grain Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Grain Parties or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service. You agree that the provisions in this Section 8 will survive any termination of your account(s), the Service, or this Agreement.

9. Indemnification. You agree to defend, indemnify and hold harmless the Grain Parties from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this Section 9 will survive any termination of your account(s) the Service, or this Agreement.

10. Governing Law/Waiver of Injunctive Relief.

10.1. This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the U.S. and the Commonwealth of Massachusetts without regard to conflict of laws provisions regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Boston, Massachusetts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston, Massachusetts.

10.2. You acknowledge that the rights granted and obligations made hereunder to Grain are of a unique and irreplaceable nature, the loss of which will irreparably harm Grain and which cannot be replaced by monetary damages alone, so that Grain will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

10.3. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Grain agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding.

10.4. Mandatory Arbitration. If you and Grain are unable to resolve a Dispute through informal negotiations within 30 days, either you or Grain may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The decision of the arbitrator shall be final and non- appealable.

10.5. Notwithstanding the above, you and Grain agree that arbitration will be limited to the Dispute between Grain and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

10.6. You and Grain agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of Grain’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm or enter judgment on the award entered by the arbitrator.

11. Waiver/Severability.

11.1. The failure of Grain to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Grain’s right to assert or rely upon any such provision or right in that or any other instance.

11.2. You and Grain agree that if any portion of this Agreement, except any portion of Section  10.4 , is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section  10.4 is found to be illegal or unenforceable then neither you nor Grain will elect to arbitrate any Dispute falling within that portion of Section 10.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Boston, Massachusetts, and you and Grain agree to submit to the personal jurisdiction of that court.

12. Term and Termination. This Agreement will remain in effect as long as your account is up-to-date and you remain in compliance with the terms hereof, unless it has been voluntarily suspended or terminated by you or Grain. You may terminate this Agreement by destroying all Reports obtained from the Service, Grain or any other web site or source. The rights granted to you under this Agreement will terminate immediately and automatically without notice from Grain if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in Grain’s sole discretion. Following the termination of this Agreement, your account(s), or the Service, Grain shall retain all rights to the Submissions pursuant to this Agreement.

13. Miscellaneous. Grain makes no representation that the Service is appropriate, lawful or available in other locations. The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Grain to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. Grain may assign this Agreement to any party at any time without any notice to you. You may not assign this Agreement without Grain’s prior written consent. This Agreement contains the entire understanding between you and Grain, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. Upon Grain’s request, you will furnish Grain with any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Grain by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

14. Statute of Limitations. You and Grain both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose (or, if longer, within the shortest period of time for such claim which the parties are permitted to establish by agreement under applicable law) or the claim will be forever barred.

15. Contact Us. If you have any questions about this Agreement, its terms, your account or your rights hereunder, or if you have any complaints or claims, please contact: info@grainecosystem.com.