TERMS OF USE OF COMPENSATE IPR

Issued: September 22, 2022

WHEREAS

A. These Terms of Use of Compensate IPR (the "Terms of Use (IPR)") apply to any legal relationship between the Parties where and insofar as in an agreement (the "Referring Agreement") between the Provider and the Client explicit reference is made to these Terms of Use (IPR);

B. "Compensate" shall have the same meaning as given to it or to "Provider" in the Referring Agreement; "Client", "Party" and "Parties" shall have the same meaning as in the Referring Agreement; and

C. "Compensate IPR" shall mean any copyright work, patent, trademark, design or model, each of the preceding whether or not registered, and any trade name and domain name as well as any other right, title or interest that by law forms an intellectual property right, which is owned, possessed or controlled by Compensate and such ownership, possession or control is or ought to be known to the Client at any time prior to or during the validity of the legal relationship referred to point A above or any other instance where the Client accesses or uses any part of Compensate IPR in connection with such legal relationship;

it is agreed as follows.

ARTICLE 1: SCOPE AND VALIDITY

1.1 These Terms of Use (IPR) shall enter into force and remain valid during the validity of the legal relationship between the Parties in accordance with the Referring Agreement, and in any case whenever the Client accesses or uses any part of Compensate IPR in connection with such legal relationship. In such case, these Terms of Use (IPR) shall be incorporated into the Referring Agreement by reference, without additional execution of the Terms of Use (IPR) being necessary.

1.2 Upon the incorporation into the Referring Agreement in accordance with the previous Section 1.1, these Terms of Use (IPR) shall only apply to and regulate the matter specified in connection with the reference.

1.3 Any matter not regulated by these Terms of Use (IPR) shall be regulated by the Referring Agreement, the provisions of which shall govern these Terms of Use (IPR). The provisions of these Terms of Use (IPR) shall not be interpreted or construed in a way that would alter any provision in any Referring Agreement, in content or in effect, or in a way that would alter the application of any one or several Referring Agreements as specified and intended therein.

1.4 The terms of these Terms of Use (IPR), which are intended to remain in force after the expiry of the application of these Terms of Use (IPR), especially Sections 2.1, 2.2, 2.4, 2.5 and 2.6, shall survive such expiry.

ARTICLE 2: ACCESS TO AND USE OF COMPENSATE IPR

2.1 All Compensate IPR shall remain in Compensate's ownership, possession or control, and all right, title, interests and claims related thereto shall belong to and remain with Compensate. The Client is not issued and shall not receive any title, intellectual property right or other right to Compensate IPR except as provided in these Terms of Use (IPR) or agreed otherwise in writing. The Client shall not claim or register any patent, trademark, model, trade name, copyright, web domain name, email address, social media account or any other public account or handle that can be confused with Compensate IPR.

2.2 The Client (including its representatives or affiliates) may not publish, broadcast or otherwise cause to be presented in public, reproduce or otherwise access or use any part of Compensate IPR without Compensate’s prior express consent.

2.3 Previous Section 2.2 notwithstanding and subject to Section 2.5, the Client may, during the validity of these Terms of Use (IPR), access and use Compensate’s name and logo in communications with the public or third parties, including marketing and sales activities, as well as outline and describe the fact that the Client is in a legal relationship as is defined in the Referring Agreement. Such access and use may include, but is not limited to, publishing, broadcasting or otherwise causing to be presented in public, reproducing or otherwise using Compensate’s name and logo in direct marketing and communications, in electronic or printed marketing materials as well as on the Client’s web and social media pages. Any and all of the foregoing access and use shall adhere to any and all brand guidelines and other instructions reasonably issued by Compensate from time to time. Prior to accessing or using Compensate's name and logo, the Client shall inquire Compensate about any brand guidelines and other instructions applicable to such access and use. Where the subject matter of a Referring Agreement relates to the offsetting of CO2e emissions or of taking or facilitating another climate action, all access and use be carried out in good faith and in good manners and shall convey truthfully and transparently the climate effects attributable to the Client. Any access and use shall not be carried out in a way that would, actually or potentially, cause harmful, deteriorating, diluting, misleading or other adverse effect for Compensate’s name, logo, brand, goodwill or other aspect, or any of its services or other activities. All access and use shall be done in such a way that Compensate's identity as the owner, possessor or controller of the name and logo is not concealed or obscured.

2.4 After the expiry or termination of the legal relationship between the Parties, and therefore the expiry of the validity of these Terms of Use (IPR), the Client may continue to access and use the Compensate IPR referred to in the previous Section 2.3, in adherence to the provisions set out therein, for an indefinite duration as long as Compensate does not prohibit, in good faith, such continued access and use.

2.5 Where Compensate has reasonable grounds to believe that the Client has breached, or would imminently breach, the provisions of Section 2.3, Compensate may at any time prohibit the Client from continuing any of the foregoing access to or use of Compensate IPR, at which time the Client shall cease such access and use without delay. Where Compensate has reasonable grounds to believe that the Client's continued access to and use of Compensate IPR would be contrary to the provisions of these Terms of Use (IPR), Compensate may require that the Client either returns or destroys any and all exhibits and copies of Compensate IPR in its access and use.

2.6 If the Client (including its representatives and affiliates) publishes, broadcasts or otherwise causes to be presented in public, or reproduces or otherwise accesses or uses Compensate IPR without Compensate’s prior express consent, or in breach of Section 2.3 above, or in a manner not permitted by Compensate, or in a geographical area or jurisdiction where such access and use is prohibited by law, the Client shall be responsible for any and all criminal, civil or administrative liability arising therefrom. The Client shall indemnify and hold harmless Compensate against any such liability as well as any expenses arising from any legal or other proceedings resulting from the Clients’s acts or omissions.