Azzera CELESTE Terms of Use

ACCEPTANCE

By creating an Account on the Azzera CELESTE platform (the “Platform”), ​​​​you hereby accept to be bound by these Terms of Use without any reservations, modifications, additions, or deletions. If you do not agree to all the provisions contained in the Terms of Use, you are not authorized to use the Platform. The Terms of Use are a legal and binding agreement between you and Azzera.

If you are using the Platform and accepting or agreeing to these Terms of Use on behalf of an enterprise, organization or other legal entity, you represent and warrant that you have the authority to bind that enterprise, organization or other legal entity to these Terms of Use and, in such event, “you” and “your” as used in these Terms of Use will refer and apply to that enterprise, organization or other legal entity.

  1. Defined Terms

    1. “Account” means an account created on the Platform for a Client.
    2. “Assets” means all products that can be transacted on the Platform. This includes carbon credits, CORSIA eligible carbon credits, Sustainable Aviation Fuel Credits (SAFc), EU ETS allowances and UK ETS allowances.
    3. “Authorized Representative” is one specific individual authorized on each Account to execute (a) transactions; and (b) Data-Related Actions on behalf of a Client. An Authorized Representative is one of the Users designated by a Client to access the Account.
    4. “Buyer” means a Client that will buy Assets from the Platform for the purpose of holding, selling or retiring the Assets.
    5. “Client” means a legitimate business, institution or broker that creates an Account to access and use the Platform. Any reference to “you” in these Terms of Use shall refer to a Client.
    6. “Client Data” means (a) transaction data regarding Assets; and (b) flight data and emissions data.
    7. “Confidential Information” means (a) any and all non-public, confidential or proprietary information of Azzera, including any information relating to the contents of these Terms of Use, the Platform, its internal processes and practices of supplying, listing, buying, selling and retiring Assets, the Fees, the Project rating system, Project ratings and Azzera’s business, products, services, activities, operations, business affairs, customers and prospects, intellectual property, technology, know-how, design rights and trade secrets, whether such information is provided orally, in writing, in computer readable form or otherwise and whether or not it is specifically identified as confidential; and (b) any copies, extracts or reproductions, in whole or in part, of any of the foregoing.
    8. “Data-Related Actions” means all decisions made with respect to (a) the changing status of aircraft(s) on the Platform from active to inactive or vice versa; (b) uploading, modifying and deleting flight data; and (c) isolating flight data for specific periods on the Platform.
    9. “KYC Checks” means the requirements set by Azzera for collecting, verifying, recording and reporting information about our Clients (and their Users) upon first accessing the Platform and on an ongoing basis, whether for our business risk-management purposes or to comply with legal requirements applicable to us.
    10. “Platform Data” means (a) any and all data provided to Azzera through the Platform; and (b) any and all data (other than Client Data) generated by the Platform, including (1) all metadata; and (2) any Client Data that has been transformed by the Platform or converted by the Platform into anonymous and/or non-Client identifiable data. You acknowledge that Platform Data is used, among other things, as inputs for the proprietary algorithms of the Platform.
    11. “Registry” means an authority that issues carbon credits and stores transparent data related but not limited to origin, issuance, ownership and retirement.
    12. “Project” means any activity associated with the issuance of carbon credits in a dedicated digital registry that results in reduction, avoidance or removal of greenhouse gases from the atmosphere. A Project is referred to on the Platform with a number corresponding to its third-party registry ID.
    13. “Seller” means a Client that sells Assets on the Platform. A Seller does not have to be a Supplier.
    14. “Supplier” means a Client with the right to list and/or sell Assets on the Platform, which Assets are legally under the Supplier’s control to list, sell and transfer. In addition to these Terms of Use, Schedule I (Supplier Agreement) also applies to Suppliers.
    15. “User” means an individual that is affiliated with a Client and that has access to such Client’s Account. Multiple Users may be affiliated with one Account.
    16. Additional definitions shall be made throughout these Terms of Use, but they will be recognizable as they will be capitalized, bolded, and in quotation marks.

  2. Introduction; Contacting Us
    Azzera acts as a clearing-house and third-party record-keeper of transactions for trading Assets and tracking the ownership of Assets via the Platform. The Platform is owned and operated by Azzera Inc., a Canadian corporation based in Montreal, Quebec, with its headquarters at 7575 TransCanada Highway, Suite 620 Montreal QC H4T 1V6 Canada. Where the present Terms of Use refer to “Azzera” they may refer to Azzera Inc. and/or its affiliates, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors, and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in these Terms of Use shall also refer to Azzera and/or its Representatives.

    If you have any questions about the Terms of Use, please contact legal@azzera-celeste.com. If you have any questions about the Platform, please contact support@azzera-celeste.com.

  3. General Code of Conduct for Use of the Platform 

    In addition to the more specific rules found elsewhere in these Terms of Use, by interacting with the Platform in any way you agree to:

    1. Not use the Platform in any manner that in any way violates these Terms of Use or any other applicable policy or manual posted on the Platform by Azzera or provided to you by Azzera in writing;
    2. Not use the Platform in any manner that violates any intellectual property rights of Azzera or any third party;
    3. Not use the Platform in any manner to propagate spam, including, but not limited to, unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
    4. Not use the Platform in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment in any form, whether belonging to Azzera or a third party, or to damage or obtain unauthorized access to any system, data, password, or other information (whether personal data or not) of Azzera, other Clients or Users, or any other third party;
    5. Not: (1) take any action that imposes or may impose (as determined by Azzera in its sole discretion) an unreasonable or disproportionately large load on Azzera’s (or its third party providers’) infrastructure; (2) interfere, or attempt to interfere, with the proper functioning of the Platform or any activities conducted on or via the Platform; (3) bypass any measures Azzera may use to prevent or restrict access to the Platform or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page or portion of the Platform; or (5) harvest or scrape any content from the Platform in an unreasonable manner;
    6. Not use the Platform to collect information (whether personal information or not) of any third party;
    7. Not use or attempt to use another person’s log-in credentials to access the Platform without authorization;
    8. Not use the Platform to advertise or promote products or services that are not expressly approved in advance in writing by Azzera, or as permitted by these Terms of Use;
    9. Not interfere with any third party’s use or enjoyment of the Platform;
    10. Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is in any way unlawful, abusive, illegal, fraudulent, or harmful to any third party;
    11. Not attempt to do any of the foregoing prohibitions;
    12. Use the Platform in good faith, and in compliance with all applicable local, provincial or state, national, and international laws and regulations.

  4. Platform Access and Details
    1. License to the Platform. Azzera grants to you and your Users a personal, non-exclusive, non-transferable and non-assignable right to access and use the Platform in accordance with the parameters set out in these Terms of Use. You remain fully responsible for all acts and omissions of your Users and all applicable provisions in these Terms of Use shall also apply to your Users.
    2. Compliance. Your access to the Platform is contingent upon creating an Account and successfully completing our onboarding processes and KYC Checks. You represent and warrant that any information that you provide to us, including any information provided pursuant to our KYC Checks, is valid and accurate. In the case of any changes to the information that you have provided to us, you agree to notify us immediately, but in any case, no later than 14 days following any change to your information. Failure to update your information may result in the suspension or termination of your access to the Platform.
    3. Credentials. You are responsible for maintaining the confidentiality of all credentials associated with your Account. You are responsible for all activities that occur under your Account, whether by you, your Authorized Representative, your Users or any third party. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security regarding your Account.
    4. Communications. Any and all communications from Azzera shall be provided to you via electronic mail at the email address you provide when signing up to access the Platform. Azzera and its Representatives shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with these Terms of Use or your use of the Platform, so long as such notice is provided to your original email address.
    5. Risk of Holding Assets. Please note that all transactions involving Assets involve substantial risk, that the value and price of Assets are subject to fluctuation and that past performance is not indicative of future results. In considering whether to purchase and hold Assets, you should be aware that the price or value of an Asset can change rapidly, decrease, and potentially even fall to zero. You accept the inherent risks associated with the volatility of Asset prices and agree that Azzera shall not be held responsible for any financial losses or gains resulting from such price changes or from external market forces (including any regulatory impacts). It is your responsibility to stay informed about market dynamics and regulatory updates and to exercise caution when making financial decisions.
    6. No Responsibility for Consequences of Market Forces; No Investment Advice. You acknowledge that we are not responsible for any loss of Assets that may result from external market forces, theft, loss, the mishandling of Account credentials or any other reason outside of our control. Although we may provide historical and/or real-time data regarding the price of Assets, we make no representations regarding the quality, suitability, truth, usefulness, accuracy, or completeness of such data, and you should not rely on such data for any reason whatsoever. We do not provide investment advice and any content on the Platform should not be considered a substitute for tailored investment advice. The content of our Platform should not be used as a basis for making investment decisions.
    7. Asset Ownership/Control. Each of the Supplier and the Seller maintain ownership and/or control of any Asset that appears in its Account. Once an Asset is transacted and sold via the Platform, ownership and/or control of the Asset is transferred from the Seller to the Buyer.
    8. Asset Retirement. Upon retirement of an Asset, Azzera will provide you with a retirement certificate. However, you acknowledge that the Asset will not be retired until Azzera completes its mandatory due diligence tasks and provides final confirmation to you by email that the Asset has been retired. Azzera is not answerable for any claims or disputes from Clients during this due diligence period.
    9. Third Party Services and Content. In using the Platform, you may view content or services provided by third parties, including links to the web pages and services of such third parties (“Third-Party Content”). We do not control, endorse or adopt any Third-Party Content and have no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any kind incurred as a result of any such dealings and your use of and reliance on Third-Party Content is at your own risk.
    10. Obligation to Verify; No Warranty Regarding the Contents of the Platform. Azzera endeavors to verify the accuracy of any information displayed, supplied, passing through or originating from the Platform, but such information may not always be accurate or current. Accordingly, you are responsible to independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility. Without limiting any other disclaimer of warranties in these Terms of Use, we make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Platform, information and functions made accessible through the Platform, any hyperlinks to third party websites, or the security associated with the transmission of information through the Platform, or any website linked to the Platform.
    11. Interruption of Service. From time to time, the Platform (or any portion thereof) may be unavailable for brief periods of time for maintenance and/or modifications to the Platform. While we will endeavour to make this unavailability as brief as possible, Azzera shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Platform and disclaims any responsibility thereto.

  5. Fees
    1. Fees (Subscription and Transaction). In consideration for the rights granted herein, you shall pay Azzera two types of fees in connection with your access to the Platform: a subscription fee (the “Subscription Fee”) and a transaction fee (the “Transaction Fee” and, together with the Subscription Fee, the “Fees).
    2. Payment Terms. The Transaction Fee is included in the purchase price of an Asset. The Subscription Fee will be presented to you in a separate order form executed by you and Azzera and you will be invoiced for the Subscription Fee within a commercially reasonable period of time following remittance of the applicable order form. Payment of each invoice is due immediately upon receipt.
    3. Change in Fees. The Fees may be increased or adjusted by Azzera in its sole discretion. Any modification to the Subscription Fee will be communicated to you within a commercially reasonable period of time prior to the modification taking effect.
    4. Taxes. Azzera will only be responsible for charging and collecting the Fees associated with your access to the Platform. You will be responsible for all other taxes and assessments associated with your use of the Platform, including, without limitation and to the extent applicable, sales, value-added, use and any other similar taxes. You are responsible for carrying out any self-assessments and submissions required in connection with your payment of applicable taxes, in any and all applicable jurisdictions.
    5. Suspension in the Case of Non-Payment. If any amount owed by Client under these Terms of Use is overdue by more than 15 days, Azzera may, without limiting Azzera’s other rights and remedies, suspend Client’s access to the Platform until such amounts are paid in full.
    6. No Refunds or Reimbursement. Notwithstanding articles 2125-2129 of the Civil Code of Québec, which are hereby waived by Client, any and all Fees paid by Client in connection with these Terms of Use are non-refundable and non-reimbursable.

  6. Intellectual Property
    1. Azzera Intellectual Property. You recognize and agree that all Confidential Information, all Platform Data and all trademarks (registered or not), inventions (whether patentable or not), patent applications, patents, industrial designs, works (including software, source code and object code) protected by copyright or related rights (registered or not), trade secrets, know-how or other intellectual property in or related to the Platform, including the Project rating system, the Project ratings, Platform statistics and all functionalities and use cases of the Platform, as well as all modifications or enhancements thereto (the “Azzera Intellectual Property”) are the exclusive property of Azzera or are otherwise controlled by Azzera. While these Terms of Use are in effect, you shall not take any action that challenges the Azzera Intellectual Property.
    2. Client Data. You own or control all rights, title, and interest in and to the Client Data. By using the Platform, you grant Azzera a royalty-free, worldwide and non-exclusive license to host, use, copy, reproduce, display, save, process and transmit Client Data for the purposes of, and to the extent necessary for, the provision and operation of the Platform.
    3. IP Restrictions. You agree that you will not, and will not allow any third party, to: (i) copy, sell, resell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from, the Platform, or content that may be presented or accessed through the Platform for any purpose, unless otherwise permitted by these Terms of Use or the functionalities of the Platform; (ii) take any action to circumvent or defeat the security deployed or enforced by any functionality contained in the Platform; (iii) “frame” or “mirror” the Platform or the content of the Platform on any other server or internet-enabled device; or (iv) remove, obscure, or alter Azzera’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Platform.
    4. Feedback. Azzera shall own all rights, title and interest in and to any suggestions, requests or recommendations for modifications, improvements, new features or enhancements to the Platform that you may, alone or jointly with Azzera, propose or make while these Terms of Use are in effect and/or while using the Platform (collectively, the “Feedback”). You hereby irrevocably (i) assign all rights, title and interest in and to the Feedback to Azzera; and (ii) waive in favour of Azzera, its successors and assigns any and all moral rights that you have or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction.
    5. Rights Reserved. All rights not specifically granted under these Terms of Use are reserved to Azzera and its licensors.
  7. Confidentiality
    1. Obligation of Confidentiality. You agree to keep confidential the Confidential Information and shall protect the Confidential Information with the same degree of care as you employ in the protection of your own confidential and proprietary information, but at least with a reasonable degree of care. Without limiting the scope of the foregoing, you shall not copy, reproduce, disclose, circulate or publish the Confidential Information or permit such action, except as reasonably required for your use of the Platform and to comply with applicable laws, directives, policies or procedures. You shall disclose Confidential Information only to those of your employees, consultants and subcontractors who have a need to know said Confidential Information in connection with your use of the Platform or as otherwise permitted herein. You remain liable for any breach of the terms of this Section 7 by your Authorized Representative, Users, employees, consultants or subcontractors. 
    2. Use of Confidential Information. You may not use the Confidential Information in any manner, except as reasonably required for your use of the Platform or as permitted herein.
    3. Legal Communication. In the event you become legally compelled to disclose any portion of the Confidential Information, you shall immediately give notice thereof to Azzera and shall collaborate with Azzera reasonably and in good faith to prevent or limit the disclosure or obtain a protective order or other recourse. In the event that disclosure cannot be prevented, that the protective order or other recourse fails, or that Azzera waives compliance with this provision, you shall disclose only that portion of the Confidential Information which you are legally bound to disclose and exercise all reasonable efforts to obtain a reliable guarantee that the confidentiality of the disclosed Confidential Information will be ensured in accordance with the terms hereof.
    4. Injunctive Relief. You acknowledge that the restrictions contained in this Section 7 are reasonable and necessary to protect Azzera’s legitimate interests. You understand and agree that the remedies at law for the violation of any of the undertakings or provisions of this Section 7 are insufficient, that such violations will cause irreparable harm within a short period of time, and that Azzera shall be entitled to preliminary injunctive relief or other injunctive relief against any such violation, without the necessity of proving actual damages. Such injunctive relief shall be in addition to, and in no way in limitation of, any and all other remedies that Azzera shall have at law and in equity for the enforcement of these undertakings and provisions.
    5. Assistance. You agree that you shall notify Azzera if you become aware of, or have reasonable grounds to suspect, that the unauthorized disclosure of the Confidential Information of Azzera has occurred or is likely to occur.

  8. Disclaimer of Warranties
    1. You expressly understand and agree that your use of the Platform, the information thereon (whether provided by Azzera or by third parties) or any activity arising from your use of the Platform or the information thereon is at your sole risk. The Platform, or any materials (including third party materials) accessed therefrom, are provided on an “as is” and “as available” basis, and you will be solely responsible for any damage or loss of data that results from the access of any material (including third party material) obtained through the use of the Platform or any other functionalities of the Platform, or losses or damages (financial or otherwise) resulting from your use of the Platform, the information and material (including third party material) thereon or any activity arising from your use of the Platform.
    2. Azzera expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, warranties of title and non-infringement; warranties that the Platform, the information thereon and any third-party materials will be uninterrupted, error-free, accurate, reliable and free from viruses and other harmful components, and the implied warranties of merchantability and fitness for a particular purpose. Azzera and its Representatives do not warrant that: (i) the Platform will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content (whether provided by Azzera or third parties) available on or through the Platform is free of viruses or other harmful components; or (iv) the results of using the Platform will meet your requirements or expectations.
    3. To the extent that the law does not permit a disclaimer of warranties, all content accessible on the Platform and all operations on the Platform are warranted only to the minimum amount legally required.

  9. Limitation of Liability; Indemnification
    1. Exclusion of Indirect Damages. You expressly understand and agree that neither of Azzera, its Representatives or its licensees shall be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, in contract, tort, strict liability, negligence, general civil liability, or any other cause of action under legal or equitable theory, relating to the Platform, the information on the Platform, your use of the Platform, activities arising from your use of the Platform or any third party materials on the Platform. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission, or other failure of performance by Azzera or its Representatives, any interruption, defect, or delay in operation or transmission, including communication line failure, any computer virus, and any theft, destruction, alteration of, unauthorized access to, or use of, any electronic records.
    2. Amount Limitation. In no event will our aggregate liability for any claims from you or from any third party in connection with your use of the Platform exceed the amount of Fees you have paid to us over a 3-month period.
    3. Indemnification. Notwithstanding any other term of these Terms of Use or any act or failure to act by Azzera or its Representatives, you agree to indemnify, defend, and hold harmless Azzera and its Representatives, where applicable, from and against any damages, liabilities, costs, and expenses (including legal fees), claims or demands, arising out of (i) your use of or connection to the Platform or the information thereon; (ii) your participation in any activities arising from the Platform or the information thereon; (iii) your violation of, or failure to perform your obligations under the Terms of Use; or (iv) your violation of any rights of a third party.

  10. Termination of these Terms of Use and Access to the Platform
    1. You agree that Azzera, in its sole discretion, with or without cause, has the right (but not the obligation) to block your IP address, revoke your Account credentials or otherwise terminate your access to or use of the Platform (or any part thereof), immediately and without notice, if Azzera believes that you have acted inconsistently with the letter or spirit of these Terms of Use or have violated any other posted policy or manual.
    2. Azzera may also, in its sole discretion and at any time, discontinue providing the Platform, or any part thereof, with or without notice. You agree that Azzera and its Representatives shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Platform, or from Azzera’s termination of the Platform or any part thereof.
    3. You have the right to terminate your Account and access to the Platform at any time. Please contact support@azzera-celeste.com to request such termination. For greater certainty, except in the case of any abusive, illegal or fraudulent behaviour: (i) Azzera will not formally terminate your Account until an ongoing Asset transaction affiliated with your Account has been finalized; and (ii) Assets cannot be removed from the Platform and transferred to a third-party registry while an Asset transaction is ongoing.
    4. Termination of the Platform or your access to the Platform shall terminate the present Terms of Use as between you and Azzera. Upon termination of these Terms of Use, Azzera provides for a transition period of 4-6 weeks (the “Transition Period”), during which time you can contact Azzera to coordinate the transfer of (i) Client Data in an exportable format; and (ii) Assets from your Account to a third-party registry account. Once the Transition Period expires, Azzera has no further obligation to facilitate any such transfer or access. All provisions of these Terms of Use which by their nature should survive termination of these Terms of Use shall survive termination, including, without limitation, the intellectual property provisions, disclaimers, indemnity, and limitations of liability.

  11. Miscellaneous
    1. Amendment. Azzera reserves the right, at any time and without prior notice, to modify or update these Terms of Use. Any changes to these Terms of Use can be found at the following link: [•]. It is your responsibility to check these Terms of Use periodically for changes. Your use of the Platform following the posting of any changes to the Terms of Use constitutes acceptance of those changes. If there are any significant changes to the Terms of Use that materially affect your relationship with Azzera, Azzera will use commercially reasonable efforts to notify you by sending a notice to the Authorized Representatives’ email address, which shall include a link to the updated Terms of Use. Your continued use of the Platform following such notice will constitute an: (i) acknowledgement of the amended Terms of Use; and (ii) agreement to abide by and be bound by the amended Terms of Use.
    2. Governing Law; Jurisdiction. These Terms of Use and your use of the Platform shall be governed by and construed in accordance with the laws of the province of Québec, Canada and the federal laws of Canada applicable therein, without regard to conflict of law provisions. You agree that any legal action or proceeding between you and Azzera shall be brought exclusively in the courts located in the judicial district of Montreal, Canada. Notwithstanding the foregoing, Azzera shall have the right to bring action against you in any court of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montreal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montreal court.
    3. Entire Agreement. These Terms of Use, in conjunction with the Privacy Policy and, if you are a Supplier, the Supplier Agreement in Schedule I, along with any other written agreement executed by the parties in connection with the Platform, constitutes the entire agreement between you and Azzera with respect to your use of the Platform, superseding any prior agreements between you and Azzera.
    4. Severability, Reformation. If any provision of these Terms of Use is or becomes invalid, illegal or unenforceable in any respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability and the remaining provisions of these Terms of Use shall remain in effect.
    5. Assignment. These Terms of Use shall be binding on your successors, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under these Terms of Use without the prior written consent of Azzera. Azzera may assign these Terms of Use at its sole discretion.
    6. Relationship of the Parties. Nothing in these Terms of Use shall be construed as creating an employer-employee relationship, a partnership or a joint venture between you and Azzera.
    7. Force Majeure. Azzera and its Representatives shall not be liable for any failure to perform its obligations under the present Terms of Use where such failure results from any cause beyond Azzera’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.
    8. No Waiver. The failure of Azzera to exercise or enforce any right or provision of these Terms of Use does not constitute a waiver of such right or provision, which will still be available to Azzera.

SCHEDULE I
Supplier Agreement

This Schedule sets forth the additional terms and conditions applicable to any Client that identifies as a Supplier on the Platform. The terms and conditions set forth herein shall apply in addition to those set forth in the Terms of Use.  

 

  1. Asset Authority. The Supplier represents and warrants that it owns and/or has the full right, power and authority to list and trade the Assets that it lists on the Platform.  
  2. Asset Transfer. The Supplier agrees to the following Asset transfer process (from the Supplier’s third-party registry account to a Platform Account) for the purpose of listing and selling Assets on the Platform:  
    1. Prior to initiating the transfer process, in a separate Transfer Agreement executed by the Supplier and Azzera, the Supplier shall set a reasonable price per Asset in US dollars. The price per Asset will closely reflect the actual market pricing of the Asset and will include Azzera’s Transaction Fee. 
    2. The Supplier acknowledges and agrees that, upon the sale of any Asset on the Platform, Azzera acts as the intermediary between Buyer and Seller and shall collect its Transaction Fee prior to remitting the purchase price of the Asset to the Supplier (in its role as Seller).  
    3. The Supplier acknowledges and agrees that each Project shall be reviewed and assessed by Azzera’s proprietary rating system and shall receive a specific Project rating. The Supplier agrees not to disclose its Project rating outside of the Platform and that each Project rating shall be subject to Section 7 (Confidentiality) of the Terms of Use.  
    4. The Supplier acknowledges and agrees that all Project ratings shall be considered Azzera Intellectual Property in accordance with Section 6.1 of the Terms of Use. The Supplier is not permitted to disclose any information about its Project rating(s) outside of the Platform without Azzera’s written consent. 
    5. The Supplier agrees to share and disclose any and all known information about the Project with Azzera, in order that Azzera may assign the Project an accurate rating. 
  3. Asset Prices. The parties agree to review the Asset price initially set in Section 1.2.1 on a regular basis and upon request from either party, which adjusted Asset price will be updated on the Platform by Azzera. Supplier cannot adjust its Asset price unilaterally.  
  4. Azzera Ratings. Azzera reserves the right to change the rating assigned to a Project at any time, subject to prior written notice to the Supplier. The Supplier can request additional information or details about a change in its Project rating, which requests Azzera will respond to within a commercially reasonable period of time following receipt. Azzera reserves the right to withhold any sensitive or confidential information about its rating system from the Supplier.  
  5. Removing Assets. Assets listed on the Platform and subject to a transaction of purchase and sale cannot be removed from the Supplier’s Account. If the Supplier wishes to remove any Assets not subject to a transaction from the Platform, the Supplier must send a request to celeste-backoffice@azzera.com referencing the Project name, Project ID and  Assets serial numbers from the third-party registry issuing the Assets. The Assets will be sent back to the third-party registry identified in the Transfer Agreement within 5 business days. Azzera reserves the right to fully remove any Asset from the Platform and send it back to the Supplier’s third-party registry account at any time, without notice.