The following are the Terms of Use for the New Frontier Markets proprietary digital marketplace for the listing, sale or prospective sale, transference, or disposition of voluntary carbon offset credits (“VCOCs”), including all technical support, upgrades, modifications, new versions, and other updates that may be made available by NFM from time to time (the “Platform”), operated and administered by New Frontier Markets LLC (“NFM”, “we”, “our” “us”). These Terms of Use are in addition to our Privacy Policy and the Engagement Letter (if any) applicable to your access to and use of the Platform, and any other services offered to you on the Platform (the “Services”) (collectively, the “Agreement”). In the event these Terms of Use conflict or are inconsistent with the Engagement Letter, the provisions of the Engagement Letter shall control for the services referenced herein. All references to “you”, “your”, or “User” shall be construed to mean you, as Buyer or Seller (as defined below) as the case may be, your broker, agent, or representative of any kind acting on behalf of you who uses the Services and all of your employees and agents who you allow to be users of the Platform (“Authorized Users”). If you are using the Platform on behalf of an organization, you are agreeing to these Terms of Use on behalf of your organization and representing that you are authorized to do so.

Your use of the Platform and related Services is subject to the following Terms of Use, which constitute a binding contract between you as user of the Platform, and NFM as administrator and owner of the Platform or the related Services (User and NFM are individually referred to herein as a “Party,” and collectively as the “Parties.”). PLEASE CAREFULLY READ THESE TERMS OF USE, AS THIS IS A LEGAL AGREEMENT BETWEEN THE PARTIES. BY USING THE PLATFORM AND SERVICES, YOU AGREE TO BE BOUND CONTRACTUALLY BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU ARE NOT PERMITTED TO USE THE PLATFORM OR SERVICES.

• BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (“ARBITRATION AGREEMENT”).
  • Mandatory Binding Individual Arbitration. By entering into these Terms of Use, you agree that all controversies, disputes, demands, counts, claims, or causes of action between you and NFM or its employees, agents, successors, or 2 assigns that arise from or are related to the Platform (including those related to the interpretation and scope of these Terms of Use to arbitrate, and the arbitrability of the controversy, dispute, demand, counts, claim, or cause of action) (collectively, “Disputes”), whether such Disputes arose before, on, or subsequent to you entering these Terms of Use, and if not resolved through the informal dispute resolution procedure outlined below, shall exclusively be resolved via binding individual arbitration, and not in a court of law in any jurisdiction. Notwithstanding the Parties’ agreement to resolve all Disputes through arbitration, you and NFM each retain the right to bring an individual action in small claims court in the United States. However, if a claim that you or NFM brings in small claims court is transferred or appealed to any court other than a small claims court, the Dispute shall immediately become subject to arbitration in accordance with these Terms of Use.
  
  
  • In the event of a Dispute, you and NFM each agree to send to the other party a written notice of dispute stating the name, address, and contact information of the party giving notice; the facts giving rise to the Dispute; and the relief requested. You must send any notice of dispute to legal@nfm.exchange. We will send any notice of dispute to you at the contact information we have for you. You and NFM agree to attempt to resolve the Dispute through informal negotiation within 60 days after the notice of dispute is sent. After that 60-day period and not before, you or NFM may commence an arbitration proceeding as set forth in this Arbitration Agreement. You also may bring an action seeking only individualized relief in small claims court so long as the action is not removed or appealed to a court of general jurisdiction, whether or not you negotiated informally first.
  
  
  • Class Action/Jury Trial Waiver. You and NFM agree that arbitration will take place on an individual basis. Class arbitrations, class actions, and representative actions are not permitted. This means that you and NFM will neither file a lawsuit (in any court other than a small claims court), nor pursue or participate in an action seeking relief on behalf of others. You understand and agree that, by entering into these Terms of Use, you and NFM may only bring claims against each other in your or its individual capacity, and each are waiving the right to trial by jury or to participate in any purported class, collective, representative, consolidated or private attorney general action or proceeding. Unless both you and NFM agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If any court or arbitrator determines that this Class Action Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement set forth in this Section 1 shall be deemed null and void in its entirety, and you and NFM shall be deemed not to have agreed to arbitrate disputes on a class basis. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies. Those agencies can, if the law allows, seek relief against us on your behalf.
  
  
  • Rules, Procedures & Governing Law. This Arbitration Agreement is intended to be broadly interpreted, and expressly includes claims brought under any law, statute, regulation, or legal or equitable theory. Notwithstanding any choice of law or other provisions in the Agreement, you and NFM agree that the Federal Arbitration Act, 9 U.S.C. 1, et seq. (“FAA”), applies to these Terms of Use to arbitrate and that this Arbitration Agreement evidences a transaction involving interstate commerce under the FAA. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator also shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the terms of these Terms of Use are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
    
    
    • Unless you and NFM agree otherwise in writing, arbitration shall be administered by ADR Services, Inc. (“ADR Services”) under ADR Services’ Arbitration Rules and any supplementary rules then in effect at the time of filing of the arbitration demand, or if a cross-border dispute, by the International Centre for Dispute Resolution (“ICDR”) under its International Dispute Resolution Procedures in effect at the time of filing of the arbitration demand (collectively, the “Rules”), except as modified by these Terms of Use. If ADR Services or ICDR is unavailable, you and NFM shall agree to another arbitration body. Subject to the terms and limitations in these Terms of Use, including those set forth in Section 1, the arbitrator(s) may award any damages and relief (including attorneys’ fees) authorized by law or the Rules. The award is final and binding and judgment on it may be entered in any court of competent jurisdiction, in accordance with the FAA.
    
    
    • It is the intent of the Parties that the Rules and the FAA shall preempt all state laws to the fullest extent permitted by law. If the Rules and the FAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of Texas, without regard to its choice or conflict of law provisions.
    
    
    • A party who wishes to start arbitration must submit a written demand for arbitration to ADR Services or ICDR and give notice to the other Party as specified in the Rules. For information on how to commence an arbitration proceeding, you can contact ADR Services at www.adrservices.com  or, if appropriate, the ICDR at www.icdr.org.
    
    
    • In the event 20 or more similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm or organization are allowed to be submitted for arbitration, ADR Services shall (1) administer the arbitration demands in at least 20 batches, with the discretion to create additional batches to facilitate the efficient resolution of demands; (2) designate a single, different arbitrator for each batch (unless otherwise agreed by the parties); and (3) provide a single filing fee, case management fee, and arbitrator compensation fee per batch for each side, applying the fees set forth in ADR Services’ Mass Consumer Non-Employment Arbitration Fee Schedule. You and NFM agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of claims. You agree to this process even though it may delay the arbitration of your claim. This provision shall in no way be interpreted as authorizing class or mass arbitrations of any kind. NFM reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this subsection is void or unenforceable for any reason or that an arbitration can proceed on a mass arbitration basis, then the Arbitration Agreement set forth in this Section 1 shall be deemed null and void in its entirety, and you and NFM shall be deemed not to have agreed to arbitrate disputes on a class basis.
    
    
    • Payment of all filing, administration and arbitrator fees will be governed by the Rules. Arbitration under these Terms of Use shall be held in the city, town or village where you live or work; Dallas, Texas; or any other location we mutually agree to. The arbitration shall be conducted and the award shall be rendered in the English language.
  
  
  • Opt-Out Procedures. You may decline this Arbitration Agreement by sending us a written opt-out notice (“Opt-Out Notice”) within 30 days following the date you first agree to these Terms of Use, by email at legal@nfm.exchange or by mail at the address indicated in Section 21. If mailed, the Opt-Out Notice must be post-marked no later than 30 days following the date you first agree to these Terms of Use. To be effective, the Opt-Out Notice must contain: (1) your name, (2) your address and phone number, (3) a clear statement that you wish to opt out of this Arbitration Agreement, and (4) your signature. If you opt out of the Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may enter with NFM.
  
  
  • Changes to Arbitration Agreement. Notwithstanding the provisions of this Section 1, if NFM changes any of the terms of this Section 1 after the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement), you may reject any such change by sending us a written notice of such rejection within 30 days of the of the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either by email at legal@nfm.exchange or by mail to 3625 North Hall Street, Suite 760, Dallas, TX 75219. In order to be effective, the notice must include your full name, address, and signature, and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and NFM in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Agreement (or to any subsequent changes to the Agreement).


• Interpretation. The headings to the clauses, sub-clauses and parts of these Terms of Use are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of these Terms of Use. The terms “these Terms of Use,” “hereof,” “hereunder” and any similar expressions refer to these Terms of Use and not to any particular section or other portion hereof. The Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in the construction or interpretation of these Terms of Use. As used in these Terms of Use, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.”


• Changes to these Terms of Use. We reserve the right to modify or replace these Terms of Use, including the Arbitration Agreement (consistent with the terms set forth in Section 1(f) herein), from time to time in our sole discretion. All changes to these Terms of Use will be effective immediately and incorporated into these Terms of Use (except as provided in Section 1(f) herein). Except as set forth inSection 1 above, your continued use of the Platform, the related Services, or documentation related to the Platform provided or made available to you on behalf of NFM, including all manuals, instructions and other documents and materials in any form or medium which describe the functionality, components, features or requirements of the Platform, including any aspect of the integration, operation, use, support or maintenance thereof (“Documentation”) following a change in these Terms of Use represents your consent to the new terms to the fullest extent permitted by law. We will use commercially reasonable efforts to notify you of material changes to these Terms of Use but also encourage you to periodically review them.
• Eligibility and Conditions to use the Platform as a Buyer or Seller.
  
  
  • General Eligibility Requirements and Conditions. You are eligible to use or access the Platform, the related Services, or Documentation only if you: (i) are at least 18 years old (if you are an individual); (ii) provide sufficient identification information including satisfying any relevant Know-Your-Client (KYC) or other background check requirements as reasonably requested by NFM; (iii) register and create an account for the purposes of (x) listing Projects whereby VCOCs are offered for sale, transfer, or disposition, or (y) purchasing VCOCs offered for sale (“Account”) on the Platform; and (iv) consent to these Terms of Use as provided herein. NFM may, in its absolute discretion, refuse to open an Account for a User. NFM and you agree that the Platform, Services and Documentation will not be used or made available to any person or in any country or region in violation of U.S., European Union (“EU”), or United Kingdom (“UK”) laws or U.S. policy. Accordingly, you recognize that the Platform, the related Services, and Documentation may not be purchased or used in countries or regions that have been placed under an embargo or are sanctioned by the governments of the United States, the EU, or the UK. As a result, no Services, including but not limited to military transactions, under these Terms of Use shall involve transactions with Cuba, Iran, North Korea, Syria, Venezuela, Russia, or the Crimea, the Luhansk People’s Republic, or the Donetsk People’s Republic regions of Ukraine without prior approval from NFM. If you contemplate a transaction that would result directly or indirectly in the Services ending up in one of these sanctioned countries or regions, you agree to immediately notify NFM before proceeding with the transaction to determine if the transaction complies with applicable export control laws.
  
  
  • General Eligibility Requirements for Sellers. If you are a User that lists, or intends to list, Projects under which VCOCs are offered for sale on the Platform (as defined below) (“Seller”), you must meet the additional eligibility requirements to use or access the Platform, the related Services, or Documentation: (a) enter into and maintain an Engagement Letter with NFM; and (b) if your Project is not an Under Development Project (as defined below), register VCOCs on an independent carbon offset registry for the issuance, transfer, retirement and cancellation of VCOCs that meets certain standards and conditions as approved by NFM (“Registry”).
  
  
  • General Eligibility Requirements for Institutional Buyers.  If you are a User that transacts, or intends to transact, with a Seller on the Platform for the transfer of VCOCs recorded on a Registry (a “Institutional Buyer”), you must hold a valid account with a Registry to use or access the Platform, the related Services, or Documentation.
• Term, Suspension and Termination. These Terms of Use shall be effective beginning on: (a) if you are a Seller, the date specified in the separate written agreement between you and NFM (the “Engagement Letter”) or, (b) if you are a User that transacts, or intends to transact, with a Seller on the Platform for the purchase, transfer, or disposition of VCOCs (a “Buyer”), the date that you first transmit or provide User Data (as defined below) to us and it shall continue thereafter unless earlier terminated as described below (the “Term”). We may suspend or terminate these Terms of Use, suspend or disable the Services or any portion of the Services without notice to you, and without liability, if (a) we cease to provide Services generally, (b) you fail to remain eligible for the Services as described in Section 4, (c) you fail to make any payments due under or otherwise violate the terms of these Terms of Use or any other agreement between you and us, (d) we reasonably suspect that you are using the Services for an unlawful, fraudulent, unethical, or illegal purpose, or (e) your use of the Services (x) harms or interferes with (i) our systems or network or (ii) the integrity or quality of VCOCs on the Platform, (y) violates privacy or intellectual property rights, or (z) publishes or disseminates threatening, false, obscene or offensive material. If we reinstate your Services in our sole discretion, we may require several days to complete the reinstatement. Notwithstanding anything else contained in these Terms of Use, we reserve the right to terminate these Terms of Use and the Services for any other reason, without cause and without any liability, upon thirty (30) days advance written notice to you. If the Terms of Use terminates for any reason or expires, you will no longer be authorized to use or access the Platform, including any online storage or backup services, and we may cancel and/or close your Account at our sole discretion. After the termination or expiration date, we will follow our standard policies to delete any of your data input transmitted or provided into the Platform (excluding any data that has been anonymized or aggregated with data about other Users the Platform (“User Data”). It is your responsibility to store or backup your User Data elsewhere before the Terms of Use expires or is terminated. We are not responsible for giving you a copy of your User Data. Use of the Platform, at any time, is governed by the terms of these Terms of Use.


• Listing a Project.
  
  
  • General. Upon completion of the applicable review by NFM, a Seller may open an Account, in accordance with this Section 6 and pursuant to the Engagement Letter. Once the Seller has opened an Account, the Seller may list a project that is expected to result in greenhouse gas (GHG) emission reductions, carbon sequestration, and/or other environmental benefits under which VCOCs are offered for sale, transfer, or disposition (“Project”) in accordance with the terms and conditions set forth herein. Any Seller listing one or more Projects and offering for sale, prospective sale, transfer, or disposition VCOCs on the Platform must provide: (a) documentation outlining the design of the Project(s); (b) any other documentation required by the Engagement Letter; and (c) if the Project is not an Under Development Project, (i) evidence of validation and/or verification of the Project(s) and those applicable VCOCs offered for sale, transfer, or disposition and (ii) evidence of legal title to the VCOCs.
    
    The Seller may only list Projects on the Platform, if: (a) the Seller has submitted a signed copy of the Engagement Letter; (b) the Seller has submitted all complete and signed documentation required by the Engagement Letter; (c) NFM is satisfied (based solely on the information provided by the Seller and third parties) that the Project meets the rules, thresholds and standards set forth in NFM internal policies and the Engagement Letter; (d) if the Project is not an Under Development Project: (i) the Seller has registered the VCOCs with any relevant Registry (and submitted all necessary information to NFM for NFM’s review and approval; (ii) the Seller has confirmed that it is not subject to any account restrictions placed by a Registry in accordance with the applicable Registry’s regulations; (iii) the Seller has taken necessary steps to ensure that its VCOCs listed on the Platform reflect, and will continue to reflect, credits available for sale at any given time, and not otherwise committed; (iv) the Seller has complied with any other requirements specified by the relevant Registry or by NFM from time to time; and (v) the Seller complies with all relevant laws.
    
    NFM may, in its absolute discretion, refuse to list any Project on the Platform.
  
  
  • Projects Under Development. Seller may list a Project on the Platform that has not yet resulted in, but is reasonably expected to result in, VCOCs to be listed on a Registry (“Under Development Projects”) in accordance with the terms and conditions set forth herein and NFM’s policy on credit acceptance. In addition to the requirements set forth in Section 6(a), Seller may only list Under Development Projects if the Under Development Project is reasonably likely to result in VCOCs to be listed on a Registry under a proposed or existing methodology that is satisfactory to NFM.


• Project VCOCs. The User acknowledges and agrees that NFM does not in any way guarantee legal title to the VCOCs and the User relies on any content obtained through the Platform, Documentation, or Services at its own risk. NFM has developed the Platform to facilitate the sale, distribution, or monetization of VCOCs. NFM will list information about the Project and the related VCOCs on the Platform for the purpose of generating inquiries for the purchase of VCOCs. NFM will facilitate discussions between prospective Buyers and the relevant Sellers. For the avoidance of doubt, NFM will not negotiate on behalf of Sellers or function as a broker or advisor. The Platform is intended solely to convey material information about Projects and assist in the consummation and recordation of a transaction or multiple transactions. For the avoidance of doubt, NFM is under no obligation to verify or otherwise enquire into the validity of, or legal title to, the VCOCs and does not recognize any interest in a VCOC other than the interest of the entity named as the holder of the VCOC in the Platform and indicated Registry. The User acknowledges and agrees that in the event that NFM or a relevant Registry determines that the GHG reductions or removals for a Project were incorrectly quantified or reported, such that the number of VCOCs to be issued to a Buyer is in excess of the correct number according to the requirements of the applicable Registry upon which the VCOCs are registered, it is the Buyer and Seller’s responsibility to negotiate for the compensation for the over-issuance of VCOCs, irrespective of whether the VCOCs are still held by the Seller and NFM is under no obligation and shall have no liability whatsoever in connection with the compensation for the over-issuance of VCOCs. Upon receiving notification from the User, Registry, or an exchange, clearing house, central counterparty or other settlement system (as determined by NFM) that acts on settlement instructions to settle VCOC transactions (“Financial Market Settlement System”) that there has been an erroneous or fraudulent dealing related to VCOCs on the Platform, NFM may at its sole and absolute discretion reverse the transaction or movement of VCOCs or remove any Projects being held in a Seller’s Account in accordance with any instructions received from the User, Registry, or the relevant Financial Market Settlement System and NFM is not obligated to return, refund, or credit to the Seller and transaction fees paid to NFM in connection with such transfer. NFM shall have no liability whatsoever for exercising its discretion under this Section 7 if the written notification provided by a User, Registry, or Financial Market Settlement System is subsequently determined to have been given in error or fraudulently.


• Closing an Account. The User may close an Account at any time through the NFM website or by providing written notice to NFM. In the event of the User closing its Account through the NFM website or by providing written notice to NFM in accordance with this Section, the User will retain access to its other accounts on the Platform (if any) and these Terms of Use will continue to apply until terminated underSection 5.


• Fees and Payment; Fee Increases. If you are the Seller, the fees payable for Services shall be as listed in the applicable Engagement Letter between you and NFM. NFM reserves the right to charge fees for the Services generally applicable to all Users of the Platform upon prior written notice. We are not responsible for pricing, typographical or other errors in Project listings or offers for VCOCs. Fees do not include any federal, state, local or other governmental taxes, or other tariffs which may be imposed on the Platform or Services, where applicable. Any and all such taxes and costs shall be paid by User and NFM shall have no liability therefore. We will charge you for such taxes and fees for Services with respect to states and other jurisdictions for which we are obligated to collect and report them. Our billing and payment process may be managed by a third-party service provider directly on our behalf. We or such provider may collect billing and payment information, such as credit card numbers and other information about you (e.g., address and zip code) that is necessary to ensure that the transaction is properly authorized. Our service provider may retain such information to facilitate future transactions.


• Transactions Between Sellers and Buyers. All transactions relating to the transfer, sale, assignment, retirement, or other disposition of VCOCs from Projects listed on the Platform, or otherwise dealing with or acting upon the VCOCs listed on the Platform (“Transaction”) shall be performed or settled by the Seller and Buyer in accordance with a separate transfer agreement (“Transfer Agreement”). Buyer and Seller shall perform or settle any separate VCOC transactions in accordance with such Transfer Agreements as may exist between Buyer and Seller and any third party(ies), including Registries. NFM assumes no responsibility for the performance or settlement of any transactions related to the Services and shall not be responsible for any obligation arising out of such transaction or arrangement or provide any assurance or guaranty that any such transaction or arrangement ultimately will be consummated. NFM may confirm any separate VCOC transactions with third party(ies), including Registries, but NFM is not involved, and has no control over, the disbursement, retirement, or cancellation of VCOCs under any Registry.


• Representations and Warranties. Throughout the Term, you represent and warrant to NFM that:
  
  
  • you have the authority and all regulatory and other consents, approvals and authorizations necessary for you to legally:
    • enter into and perform your obligations under these Terms of Use and the associated procedures set out by NFM; and
    • engage in all of your activity (including the listing of Projects and purchase, receipt and transfer of VCOCs) on or relating to the Services.
  
  
  • the party indicating your acceptance of these Terms of Use has the authority to enter into these Terms of Use on your behalf;
  
  
  • you have examined and are familiar with the statements and other data and information submitted by you or on your behalf to NFM, and, to the best of your knowledge and belief, such statements and information are true, accurate, and complete;
  
  
  • where applicable to a Seller, any VCOCs offered for sale, transfer, or disposition under a Project have been registered and verified in accordance with the relevant Registry’s rules and requirements under the methodology indicated by the Seller to NFM;
  
  
  • all legal title to and all beneficial ownership rights in each VCOC purported to be held by you (if applicable) that are offered for sale or sold using the Platform or Services, are held by the you;
  
  
  • where you offer for sale, transfer, or disposition VCOC as an agent for a third party with legal or beneficial ownership rights in such VCOCs, you hold all necessary licenses and authorizations to do so;
  
  
  • all rights, title and interest in all User Data and other information you provide to NFM are held by, or licensed to, you, or are otherwise derived from sources which are publicly available, and all such data and other information are true and correct in all material respects;
  
  
  • any other representation, warranty, attestation or certification made to NFM by you or on your behalf, whether prior to, on or following the Term is true and correct in all respects and you have examined and is familiar with the statements and other data and information submitted by you or on your behalf to NFM, and, to the best of your knowledge and belief, such statements and information are true, accurate, and complete;
  
  
  • to the best of your knowledge and belief, you comply with the laws and regulations applicable to you in the jurisdictions in which you operate (including, if applicable, California Assembly Bill (AB) 1305); and
  
  
  • any payments made by you to NFM will not involve the proceeds of crime.
• License. The Services and Documentation are licensed, not sold, to you under these Terms of Use. Subject to these Terms of Use including, without limitation, the above eligibility requirements, NFM grants you a non-transferable, non-exclusive, non-assignable, revocable, limited license (without right of sublicense) during the Term to access the Services and use the Documentation, the content provided or made available through the Services by or on behalf of NFM (including, without limitation, text, graphics, legends, customized graphics, original photographs, NFM Data (as defined below), images, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement and presentation of this material, but excluding User Data) (the “NFM Content”) solely for your own internal business purposes. The license and rights granted herein do not grant you any right to any enhancement or update to, or support or telephone assistance with respect to, the Services. You agree and understand that the Services and Documentation may be modified by NFM, in its sole discretion, at any time without prior notice. Any enhancements or modifications to the Services or the materials available on or through the Services including, without limitation, the Platform or the Documentation, as well as any new features or materials added to the Services after your initial access to them, shall be subject to these Terms of Use (unless any such modified or new feature or material is accompanied by a separate agreement signed by the Parties). Your use of the Platform is limited to devices and operating systems we support and may be affected by the performance and compatibility of your hardware, software and Internet access. Meeting system requirements is your responsibility and you are responsible for all costs associated therewith.
• Use Restrictions. You agree not to access (or attempt to access) the Services (including the Platform) by any means other than through the interfaces we provide, unless you have been specifically allowed to do so in a separate agreement signed by us. You agree not to:
  
  
  • resell or copy or otherwise exploit the Services (including the Platform) for any commercial purpose other than as expressly permitted herein for internal business purposes;
  
  
  • modify or make derivative works based on the Platform or the Services;
  
  
  • bypass or circumvent measures we may use to prevent, interfere or limit access to the Services;
  
  
  • use the Services to access the accounts of any other users or to intercept, collect or store personal information about other users or their customers;
  
  
  • decompile, disassemble or reverse engineer any of the software or content used in any part of the Services or the Platform;
  
  
  • take or permit any actions that you know or reasonably ought to know may overload or crash the Services or any NFM server or network;
  
  
  • engage in excessively high volume data transfers or bandwidth use, including, without limitation, by hosting a webserver, Internet relay, chat server or any other server via any use of the Services;
  
  
  • “frame” or “mirror” the Platform, the Services or User Data on any other server or Internet-enabled device unless specifically authorized in writing by us;
  
  
  • access or use the Platform or the Services to create a competing solution to the Platform or the Services;
  
  
  • use the Services, Documentation, or the Platform to engage or solicit any person regarding a business opportunity, either directly or indirectly, or accept any compensation or advantage in relation to such information except as directly though the Platform;
  
  
  • use the Services to infringe the copyrights or intellectual property rights of others;
  
  
  • use, or encourage, promote, facilitate or instruct others to use the Services or the Platform for any illegal, harmful or offensive purpose, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive;
  
  
  • use the Services, Documentation or the Platform to violate the security or integrity of any network, computer or communications system, software application, or network or computing device;
  
  
  • knowingly attempt to infect or assist others to infect, any aspect of the Services with viruses, worms, Trojan horses, spyware or any other illicit or malicious code; or
  
  
  • use the Services, Documentation or the Platform directly or indirectly to distribute, publish, send, or facilitate the sending of unsolicited mass e-mail, SMS or other messages, promotions, advertising, or solicitations (e.g. “spam”), including commercial advertising and informational announcements. You may not alter or obscure mail or message headers or assume a sender’s identity without the sender’s explicit permission. You will not collect replies to messages sent from another Internet service provider if those messages violate these Terms of Use or the acceptable use policy of that provider.
• Ownership.
  
  
  • Ownership of Intellectual Property Rights in Services. As between you and NFM, NFM owns all information and data generated, derived from, anonymized and analyzed by the Platform, including aggregated User Data, or Documentation provided by or on behalf of NFM (“NFM Data”) and all of the intellectual property rights relating to the Platform and Services, including, but not limited to, copyrights, patents, trademarks, trade secrets and other rights relating to the Services (including the Platform and any content relating to your use of the Services) protected under United States laws and international treaties.
  
  
  • Ownership of Your Data; Deletion of Your Data. As between you and NFM, you will own User Data. By agreeing to these Terms of Use or making use of the Services to store or handle any User Data, you represent to us that in doing so you are not violating any intellectual property interest of any other person or entity, including without limitation, any laws of any jurisdiction to which User Data may be subject. The foregoing notwithstanding, upon termination of your use of the Services, we will have the right, in our sole discretion, to delete or otherwise destroy User Data and any content relating to your use of the Services residing on our servers, backups and storage devices.
  
  
  • License to Use User Data. You grant NFM a non-exclusive, perpetual, worldwide, royalty-free license during and after the Term to use the User Data for purposes of performing the Services and for NFM’s internal purposes (including but not limited to supporting its customer, engineering and other operations and for the analysis of the performance of and updates to NFM’s products and services) and the uses described in the Privacy Policy. In addition, we may use data about your Account, data that you provide to us in response to surveys or questionnaires, and data that you provide to us as feedback, to help us improve the Platform, the Services and other of our products and services and in communications about our products and services. You understand and agree that NFM may access, capture, obtain, or receive User Data using various methods including, but not limited to, Wi-Fi, Bluetooth, and a cellular connection. You represent and warrant that: (i) you have all rights, title, interest, licenses and consents, and have made all notices and disclosures, necessary for the collection and provision to NFM of all User Data and to enable NFM’s use thereof without violation of any law, rule or regulation (including any privacy laws); and (ii) that the User Data and NFM’s use of such User Data in connection with the operation of the Platform and provision of the Services will not violate the intellectual property or privacy rights of any third party. You agree to defend, indemnify and hold NFM harmless from and against all third-party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by NFM arising out of your breach of any terms and conditions of this Section 14.
  
  
  • Trademarks and Copyrights. NFM and the NFM logo are unregistered trademarks of NFM. All other trademarks appearing on the Platform and Documentation are the registered and unregistered trademarks of their respective holders. You may not use any trademark or service mark appearing on the Platform or Documentation without the prior written consent of NFM or the owner of the mark. In the event the Platform contains any copyright or other message(s) embedded therein, you shall not modify or remove such embedded message(s). Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any license or right to use any trademark, patent, design right or copyright of NFM, or any other third party.
  
  
  • Feedback. If you choose to provide technical, business or other feedback to NFM concerning the Platform, the related Services, Documentation, or any NFM products or services (collectively, “Feedback”), NFM will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights on an anonymized basis or licensing obligations. You irrevocably assign to us all right, title, and interest in and to the Feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Feedback. By submitting Feedback, you represent and warrant to NFM that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. You understand and agree that the incorporation by NFM of Feedback into any of its products or services does not grant you any proprietary rights therein.


• User Accounts. Your use of the Platform may be subject to additional restrictions and requirements as set forth in an applicable separate written agreement between you and NFM. You agree that it is your sole responsibility to safeguard all usernames and passwords and other access credentials for Authorized Users or any other personnel who have access to the Services. You agree to accept responsibility for all activities that occur using your usernames or passwords. You are required to establish Account logins for your personnel in accordance with NFM’s policies including, if required, providing the legal full name, valid email address, and any other information requested for each Authorized User for whom a login is created. If we believe that your information is incorrect or incomplete or that a security breach relating to your Account has occurred or is likely to occur, we may prevent you from accessing the Platform, terminate or suspend your Account on the Platform, or otherwise limit or restrict your access to the Services. If you believe that the security of such access credentials has been compromised, you agree to notify us immediately and to cooperate in the resetting of any such access credentials. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.


• Disclaimer of Warranties.
  
  
  • THE SERVICES, NFM CONTENT AND DOCUMENTATION ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS”, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES, NFM CONTENT AND DOCUMENTATION IS WITH YOU. ALL WARRANTIES WITH RESPECT TO THE SERVICES, NFM CONTENT AND DOCUMENTATION, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, ACCURACY, TIMELINESS, NON- INFRINGEMENT OF THIRD-PARTY RIGHTS OR LACK OF VIRUSES OR ERRORS ARE DISCLAIMED. NO INFORMATION CONVEYED BY THE SERVICES EITHER ORALLY OR IN WRITING SHALL CREATE SUCH A WARRANTY. NFM ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THE INFORMATION OR ADVICE POSTED IN ANY PART OF THE SERVICES INCLUDING, WITHOUT LIMITATION, USER DATA OR ANY OTHER INFORMATION OR ADVICE INCLUDED OR POSTED ON THE PLATFORM OR DOCUMENTATION. NFM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES. WE DISCLAIM WARRANTIES IN THIS SECTION 16 ONLY TO THE EXTENT PERMITTED BY LAW.
  
  
  • NFM and its suppliers make no guarantees and disclaim all warranties and representations about the Services’ accuracy, relevance, timeliness or completeness, and do not warrant that the Services will meet your requirements in any respect, operate securely or be available at all times, or that the operation of the Services will be uninterrupted or error- free, or that defects or errors in the Services or nonconformity to its Documentation can or will be corrected.
  
  
  • The Platform, the related Services, and Documentation are provided over the Internet and mobile networks and so the quality and availability of the Platform, the related Services, and Documentation may be affected by factors beyond NFM’s control. Moreover, NFM is not responsible for the availability or unavailability of the Platform, the related Services, Documentation or information therefrom due to interruption of service, difficulty or inability to download or access content, any bug or virus, or any communication system failure or any factors beyond NFM’s control.
  
  
  • We do not represent or warrant that any version of the Platform, the related Services, or any portion thereof, will be compatible with any hardware or software versions or applications (including any future versions or updates of your phone, tablet, computer or its operating system) or provide the same functionality that is provided by the current version of the Platform or the related Services. The Platform or the related Services may not be compatible with your hardware or software versions or applications (including any specific versions of your phone, tablet, computer, or its specific operating system). NFM does not undertake any obligation to provide the Platform or related Services to you in a way that is compatible with your or any third-party hardware or software.


• Limitation of Liability.
  
  
  • TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT AND REGARDLESS OF THE FORM OF ACTION (WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY) WILL NFM OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THESE TERMS OF USE (WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), YOUR USE OF OR INABILITY TO USE THE PLATFORM, SERVICES OR DOCUMENTATION, YOUR ACCESS TO OR YOUR INABILITY TO ACCESS THE PLATFORM, SERVICES OR DOCUMENTATION, THE INACCURACY, ERROR, MISSTATEMENT OR LOSS OF ANY DATA GENERATED OR MADE AVAILABLE BY THE PLATFORM OR SERVICES OR YOUR RELIANCE ON ANY SUCH DATA. NFM DISCLAIMS ANY LIABILITY FOR USE OF A PLATFORM IN WAYS OR FOR PURPOSES OTHER THAN THOSE FOR WHICH THE PLATFORM WAS DESIGNED.
  
  
  • TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NFM’S OR ITS SUPPLIERS OR LICENSORS TOTAL LIABILITY TO YOU FOR ALL DAMAGES OR COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO THE PLATFORM OR ANY INFORMATION PROVIDED, GENERATED OR TRANSMITTED THROUGH IT, OR THE FAILURE THEREOF (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) EXCEED AN AMOUNT EQUAL TO THE GREATER OF (A) ALL FEES PAID BY YOU TO NFM DURING THE 12 MONTHS PRIOR TO WHEN THE CAUSE OF ACTION AROSE; OR (B) FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  
  
  • YOUR WIRELESS CARRIER, INTERNET SERVICE PROVIDER, OR TSP (COLLECTIVELY, THE “THIRD PARTIES”) ARE NOT PARTIES TO THESE TERMS OF USE AND THEY DO NOT OWN AND ARE NOT RESPONSIBLE FOR THE PLATFORM. YOU AGREE (I) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON- INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT WILL THE THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THESE TERMS OF USE OR THE APPLICATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE DOLLARS ($5.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF THE PLATFORM AND THESE TERMS OF USE.
  
  
  • THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS OF USE DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A USER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING NEW JERSEY LAW. With respect to these Terms of Use, any provisions concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to punitive damages, loss of data, and loss of or damage to property.


• Indemnification. You shall indemnify, defend and hold NFM and its respective officers, directors, agents and employees harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from your access to, use of, or inability to access or use the Services, NFM’s authorized use of any User Data as permitted hereunder, or your breach or violation of any representation, warranty or obligation under these Terms of Use, to the fullest extent allowed by applicable law.


• Privacy. NFM respects the privacy of our customers. Please review our Privacy Policy which also governs your use of the Services, and explains our policies for the collection, use and sharing of User Data including personally identifiable information. Please see our Privacy Policy available at https://nfm.exchange/privacy for more information. By accessing or using the Services, you consent to our collecting, reproducing, using, developing, displaying, modifying, storing, processing, disclosing and distributing User Data, subject to the terms and conditions of the Privacy Policy.


• Notifications. We may send you e-mails and/or text messages regarding your Account and the Services from time to time. Where applicable, notifications will also appear on your Account. Some notifications may be mandatory as a condition of your use of the Services. If you fail to check your e-mail or text messages or if you deactivate your specific e-mail account or wireless phone number, you may miss important information regarding your Account or the Services. Notifications from the Platform may be delayed and are not accurate up to the second they are sent. Therefore, you are responsible for monitoring your Account on the Platform at all times. Please e-mail us at legal@nfm.exchange if you have any questions about the Platform, the Services, or these Terms of Use.


• Copyright Infringement. NFM respects the intellectual property rights of others. Accordingly, NFM has a policy of removing any User Data that violates copyright law, and, in appropriate circumstances, suspending access to the Platform or the related Services (or any portion thereof) to any user who uses the Platform or Services in violation of copyright law, and/or terminating the Account of any user who uses the Platform or Services in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, NFM has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Platform or Services, please provide written notice to the following NFM agent for notice of claims of copyright infringement.

  
  New Frontier Markets LLC
  c/o Frontier Carbon Solutions Services LLC
  3625 North Hall Street, Suite 760
  Dallas, TX 75219
  Attention: Legal Department
  Email: legal@nfm.exchange
  

  Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow NFM to locate that material; (d) contain adequate information by which NFM can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.


• Trial, Evaluation, Pre-Release, Limited Release or Beta Software. If you download or otherwise receive or access any feature of the Services that we give you on a trial or evaluation basis or that is labeled as “Pre-Release,” “Limited Release,” “Beta” or otherwise described as experimental, untested, or not fully functional (“Trial Features”), then this Section 22 is effective for as long as we make the Platform available to you. We may choose to provide you Trial Features during the Term and any use is subject to the terms of these Terms of Use for as long as the Trial Features are in use. To the extent that any provision in this Section 22 is in conflict with any other term or condition in these Terms of Use, this Section 22shall supersede such other term(s) and condition(s) with respect to such Trial Features, but only to the extent necessary to resolve the conflict. ALL TRIAL FEATURES ARE PROVIDED AS IS, WITHOUT ANY WARRANTY, INDEMNITY, MAINTENANCE OR SUPPORT, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, SUBJECT TO ANY STATUTORY RIGHTS THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. YOU ACKNOWLEDGE THAT THE TRIAL FEATURES MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. YOU ACKNOWLEDGE THAT WE HAVE NOT PROMISED OR GUARANTEED TO YOU THAT TRIAL FEATURES WILL BE ANNOUNCED OR MADE AVAILABLE TO ANYONE IN THE FUTURE, THAT WE HAVE NO EXPRESS OR IMPLIED OBLIGATION TO YOU TO ANNOUNCE OR INTRODUCE THE TRIAL FEATURES, AND THAT WE ARE NOT OBLIGATED TO INTRODUCE A PRODUCT SIMILAR TO OR COMPATIBLE WITH THE TRIAL FEATURES OR ANY UPDATES TO ANY TRIAL FEATURES. ACCORDINGLY, YOU ACKNOWLEDGE THAT ANY USE OF THE TRIAL FEATURES IS ENTIRELY AT YOUR OWN RISK.


• Force Majeure. Our obligations hereunder shall be suspended, and we shall not be liable for any failure or delay in performing our obligations, while and to the extent that we are prevented from complying herewith in whole or in part by any event beyond our reasonable control, which for purposes of these Terms of Use shall include, without limitation, acts of God, earthquakes, floods, fires, unavoidable accidents, governmental acts or omissions (including export controls or sanctions), changes in laws, regulations, rules or orders, acts of war (declared or not), terrorism, hostilities, cyber-attacks, ransomware attacks, blockades, civil disturbances, embargoes, strikes, failures of communication, transportation or energy infrastructure, pandemics, epidemics, quarantines, or any other event or cause similar to any of the foregoing.


• Governing Law and Venue. Your access and use of the Services and these Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use. The governing language for these Terms of Use shall be English, and no concurrent or subsequent translation of these Terms of Use into any language shall modify any term of these Terms of Use. Except as set forth in the Arbitration Agreement in Section 1 above, venue for any legal action arising out of or relating to the Services or these Terms of Use shall be exclusively the state or federal courts located in Dallas, Texas. In such event, the Parties consent to the jurisdiction of such courts.


• Relationship of the Parties. The Parties expressly acknowledge that nothing in these Terms of Use shall be construed to create or imply a partnership, joint venture, distributorship, agency relationship, contract of employment, or similar business relationship between User and NFM. Neither Party shall have the authority to make any statement, representation nor commitment of any kind, or to take any action that shall be binding on the other Party except as authorized in writing by the Party to be bound.


• Miscellaneous. These Terms of Use, the Privacy Policy, Engagement Letter, and any other written agreements, invoices, or bills entered into and signed by the Parties concerning the Services constitute the entire agreement between you and us relating to your use of the Services (including the Platform). All prior or contemporaneous agreements, proposals, understandings and communications between you and us regarding the subject matter hereof, whether oral or written, are superseded by and merged into these Terms of Use (including, if you are obtaining an update, or any agreement that may have been included with an earlier version of the Platform or related software). Except as expressly permitted by these Terms of Use, these Terms of Use may be amended only by mutual written agreement of authorized representatives of both you and NFM. In no event will any additional or inconsistent term in any document submitted by you modify these Terms of Use. If any part of these Terms of Use, or a portion thereof, is determined to be invalid or unenforceable for any reason under relevant law, then that part or portion will be deemed replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remaining terms will continue in full force and effect. NFM’s failure to enforce strict performance of any part of these Terms of Use does not waive any of our rights. We may assign our rights and duties under these Terms of Use to any party at any time without your consent, including in connection with a restructuring, or sale or other transfer of a Platform or related business to a third party. Expiration or termination of the Term will not affect accrued rights, indemnities, existing commitments or any contractual provision intended to survive termination.