Terms of Use and Access Agreement

PLEASE READ CAREFULLY. By accessing the Portal and clicking “I Accept,” you agree to be legally bound by these Terms of Use (the “Agreement”), which govern access to the proprietary information, presentations, demonstrations, software simulations, and related materials (collectively, the “Materials”) made available herein.

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1. Scope of Access

Access to the Portal and the Materials is granted on a limited, revocable, non-exclusive, non-transferable basis, solely for internal evaluation within your organization. You acknowledge that the Materials are proprietary and confidential, and you agree to use them exclusively for the purpose of evaluating potential participation in Orbex-related carbon avoidance credit solutions and related brokerage opportunities.

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2. Confidentiality and Restrictions

You agree not to (i) disclose, distribute, forward, copy, cut, paste, screenshot, or otherwise transmit the Materials in whole or in part to any third party outside your organization; (ii) permit any unauthorized person or entity to access the Portal or Materials; (iii) republish, repurpose, or post the Materials in any public or external forum; or (iv) share, transfer, or otherwise compromise your login credentials. All access credentials shall be treated as strictly confidential, personal, and non-transferable.

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3. Ownership of Materials

All rights, title, and interest in and to the Materials, including but not limited to all intellectual property rights, remain the exclusive property of Orbex and its licensors. No license to copy, distribute, modify, or otherwise exploit the Materials is granted except as expressly set forth in this Agreement.

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4. Brokerage Addendum and Acknowledgment

Without limiting the foregoing, and as a material condition of your access, you acknowledge, accept, and agree to the following:

• Embedded within and incorporated by reference to these Terms is a Short Addendum to the Orbex Master Agreement (“Addendum”), which provides that in the event your organization elects to engage Orbex for carbon avoidance credits, brokerage services, MRV SaaS access, or related transactions, such engagement shall occur exclusively through the license held by Matthew Smith / Recycled Materials Sustainability Credit Brokerage.
• You further agree and stipulate that any and all usage of Orbex systems, licenses, credits, or services accessed through or arising out of this Portal shall be deemed conducted under and through Matthew Smith’s license, with all rights, obligations, and revenue pass-throughs allocated accordingly.
• You expressly waive the ability to engage Orbex directly or indirectly outside of this licensed channel. Should you wish to utilize another platform, you may do so only by engaging an entirely separate MRV SaaS provider for carbon avoidance credits, and not Orbex or its affiliates outside of Matthew Smith’s license.
• This acknowledgment is binding and enforceable as though fully set forth in the Orbex Master Agreement, and acceptance of these Terms constitutes acceptance of the Addendum therein.

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5. Compliance with Laws

You represent and warrant that your use of the Portal and the Materials shall comply with all applicable federal, state, and local laws and regulations, including those governing carbon credits, environmental reporting, and data security.

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6. Disclaimer of Warranties

The Portal and the Materials are provided on an “AS IS,” “AS AVAILABLE” basis without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, or non-infringement. Orbex, Recycled Materials Sustainability Credit Brokerage, and their respective affiliates disclaim all responsibility for reliance upon or use of the Materials.

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7. Limitation of Liability

To the maximum extent permitted by law, in no event shall Orbex, Recycled Materials Sustainability Credit Brokerage, or their officers, directors, employees, agents, successors, or assigns be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including lost profits or lost opportunities) arising from or in connection with your access to or use of the Portal or the Materials, even if advised of the possibility of such damages.

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8. Termination

We reserve the right to suspend or terminate your access immediately, without notice, if you breach these Terms or for any other reason in our sole discretion. Upon termination, all rights granted herein shall immediately revert, and you must promptly cease use of the Portal and Materials.

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9. Entire Agreement

This Agreement, together with the incorporated Addendum to the Orbex Master Agreement, constitutes the complete and exclusive understanding between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

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BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS OF USE AND THE INCORPORATED ADDENDUM TO THE ORBEX MASTER AGREEMENT.