Innovo Solas Terms of Service

We provide a software platform (the “Solas Platform”) through which Customer, acting through its Authorized Users, may: (i) connect Customer’s accounts at external renewable energy certificate registries (“Registries”) to view, manage, list, transfer, and retire renewable energy certificates (“RECs”); and (ii) use the functionality made available through the Solas Platform to offer, negotiate, and confirm transactions involving RECs. As used in these Terms, “User” means Customer or an Authorized User, as the context requires. The applicable Registry remains the system of record for ownership, transfer, retirement, and other official status of a REC. The Solas Platform provides technology-enabled workflow, data-management, connectivity, and transaction-facilitation tools. Innovo does not act as agent for, or as a principal, counterparty, custodian, or fiduciary of, any User in connection with a REC transaction, unless Innovo expressly agrees otherwise in writing. To access certain features of the Services, a User may be required to provide registration information, complete the applicable onboarding and verification requirements described in Section 4, and establish one or more accounts on the Solas Platform (each, an “Account”).

Subject to Customer’s compliance with these Terms, Innovo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to permit Authorized Users to access and use the Solas Platform solely for Customer’s internal business purposes, including to view, manage, list, offer, negotiate, purchase, sell, transfer, retire, and otherwise administer RECs through the functionality made available through the Solas Platform. Except for the limited rights expressly granted in these Terms, Innovo and its licensors retain all right, title, and interest in and to the Solas Platform and Services. Customer’s and its Authorized Users’ use of the Solas Platform is subject to the restrictions in Section 4.H. Innovo may suspend or terminate Customer’s or an Authorized User’s access to the Services only as permitted under these Terms.

Customer may connect Customer’s credentials to Customer’s account at a Registry (each, a “Registry Connection”). By establishing a Registry Connection, Customer authorizes Innovo to validate, access, receive, store, process, transmit, and otherwise use the Registry credentials, information, and permissions made available through the Registry Connection solely to provide, secure, support, and maintain the Services and to take the specific actions that Customer initiates or confirms through the Solas Platform, including syncing REC inventory and related data, preparing or publishing a REC listing, and submitting transfer or retirement instructions through the applicable Registry. Innovo stores Registry credentials using an encrypted secrets-management environment and does not store Registry credentials in plaintext. Transfer and retirement instructions submitted through the Solas Platform may be processed asynchronously and are subject to Customer’s applicable approval policy and the applicable Registry’s procedures, timing, availability, and acceptance requirements. Innovo will not use a Registry Connection to take action at a Registry except as initiated, confirmed, directed, or otherwise authorized by Customer through the Solas Platform, as required by applicable law, or as reasonably necessary to protect the security or integrity of the Services or a Registry Connection. Innovo does not operate a Registry account or sub-account on Customer’s behalf. Innovo may rely on instructions submitted through Customer’s Account or a Registry Connection as authorized by Customer and has no obligation to independently verify the authority, identity, or instructions of a person using Customer’s Account, except to the extent Innovo has actual knowledge of unauthorized access or is otherwise required by applicable law. Customer is responsible for establishing and maintaining any approval policy or other internal controls that Customer elects to apply to transfer, retirement, or other Registry instructions submitted through the Solas Platform. Customer is responsible for: (i) the accuracy, completeness, and authority of the credentials and other information Customer provides in connection with a Registry Connection; (ii) maintaining the security of Customer’s Registry account outside the Solas Platform; and (iii) ensuring that Customer’s use of a Registry Connection through the Services complies with the applicable Registry’s rules, terms, and requirements. Customer may disconnect a Registry Connection through the functionality made available in the Solas Platform or by contacting Innovo at support@innovomarkets.com.

To access certain features of the Services, Customer must establish one or more Accounts and provide complete, current, and accurate information as requested through the applicable registration and onboarding process. Customer may permit its employees, contractors, agents, professional advisers, and other personnel authorized by Customer to access and use the Services on Customer’s behalf (each, an “Authorized User”). Customer is responsible for designating and managing its Authorized Users and for all use of the Services through Customer’s Accounts by Customer or its Authorized Users. Customer will ensure that each Authorized User complies with these Terms. Customer and its Authorized Users may act as buyers, sellers, or both buyers and sellers with respect to RECs, depending on the activities undertaken through the Services. Innovo may classify, approve, limit, or restrict Customer’s or an Authorized User’s access to particular Services or functionality based on Customer’s or the applicable Authorized User’s onboarding status, role, risk profile, transaction history, applicable Registry rules and requirements, or other reasonable operational, compliance, fraud-prevention, or security considerations.

Registration alone does not entitle Customer or an Authorized User to access all features of the Services. Before Innovo enables Customer or an Authorized User to establish or use a Registry Connection or access listing, transaction, transfer, retirement, or other risk-sensitive functionality, Innovo may require Customer and any applicable Authorized User to complete onboarding and verification procedures. Such procedures may include verification of identity, legal-entity status, authority, beneficial ownership, and other information; sanctions and watchlist screening; fraud-prevention and anti-money-laundering screening; assignment of a risk rating; and, where Innovo reasonably determines appropriate, enhanced due diligence, supplemental documentation, or additional approvals. Innovo may limit, suspend, decline, or revoke Customer’s or an Authorized User’s access to any feature of the Services if the applicable onboarding or verification status is incomplete, cannot be confirmed, has expired, presents a legal, compliance, fraud, security, reputational, or operational risk, or is otherwise inconsistent with Innovo’s policies, the requirements of a Registry or applicable law. Customer will promptly notify Innovo of any change to Customer’s ownership, control, authority, or other information relevant to Customer’s onboarding or verification status.Customer represents and warrants that: (i) neither Customer nor, to Customer’s knowledge after reasonable inquiry, any direct or indirect beneficial owner or controlling person of Customer is subject to sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, or any other applicable sanctions authority; (ii) Customer is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions imposed by the United States or another applicable sanctions authority; and (iii) Customer is not acting, directly or indirectly, on behalf of or for the benefit of any person subject to applicable sanctions. Customer will promptly notify Innovo if any representation or warranty in this Section 4.B becomes inaccurate or incomplete. Customer will promptly provide any information or documentation reasonably requested by Innovo to confirm Customer’s ongoing compliance with this Section 4.B or to satisfy a Registry’s requirements. Customer will comply with all applicable sanctions, export-control, anti-corruption, and other laws applicable to Customer’s access to and use of the Services.Innovo may disclose information relating to Customer, an Authorized User, an Account, a transaction, or a Registry Connection to a Registry, governmental authority, law-enforcement authority, or other third party to the extent Innovo reasonably believes disclosure is necessary to comply with applicable law, respond to legal process, satisfy a Registry requirement, investigate suspected fraud or misconduct, enforce these Terms, or protect the rights, property, security, or safety of Innovo, Customer, Authorized Users, or others.

Customer represents and warrants that all information provided to Innovo by or on behalf of Customer or an Authorized User in connection with the Services, including account, onboarding, verification, Registry Connection, and transaction information, is current, complete, and accurate. Customer will promptly update that information if it becomes inaccurate, incomplete, or out of date. Innovo may suspend, limit, or terminate Customer’s or an Authorized User’s access to the Services to the extent reasonably necessary to address inaccurate information, protect the Services or any person, comply with applicable law, or satisfy a Registry requirement.

Customer represents and warrants that: (i) Customer has the full right, power, and authority to enter into these Terms; (ii) each individual accessing or using the Services on Customer’s behalf is at least eighteen (18) years of age and has been duly authorized by Customer to do so; and (iii) Customer’s and its Authorized Users’ access to and use of the Services will comply with these Terms, applicable law, and applicable Registry rules and requirements. Innovo makes the Services available from the United States and does not represent that the Services are appropriate or available for use in every jurisdiction. Customer is responsible for ensuring that its and its Authorized Users’ access to and use of the Services complies with all laws applicable to Customer, its Authorized Users, and its use of the Services.

Customer is responsible for maintaining the confidentiality and security of its Accounts, account credentials, passwords, authentication credentials, API credentials, access tokens, Registry credentials, and other credentials used to access the Services. Customer will use reasonable efforts to prevent unauthorized access to or use of the Services and will promptly notify Innovo at support@innovomarkets.com if Customer knows or reasonably suspects that an Account, password, authentication credential, Registry Connection, Registry credential, or other credential has been lost, stolen, disclosed, or otherwise compromised. Customer is responsible for all activities conducted through its Accounts by Customer or its Authorized Users until Customer has notified Innovo of a suspected compromise and Innovo has had a reasonable opportunity to disable or secure the affected Account; provided that Customer will not be responsible to the extent the unauthorized activity resulted from Innovo’s breach of these Terms, failure to maintain safeguards required by applicable law, or gross negligence or willful misconduct.Customer will not, and will not permit any Authorized User to, sell, transfer, assign, sublicense, disclose, or otherwise make any Account credentials, API credentials, access tokens, Registry Connection credentials, or other authentication mechanisms available to any third party.

Innovo may suspend or limit Customer’s or an Authorized User’s access to the Services, in whole or in part, if Innovo reasonably determines that: (i) Customer or an Authorized User has breached these Terms; (ii) suspension is necessary to protect the security, integrity, or availability of the Services or the data of Innovo, Customer, another User, or a Registry; (iii) Customer’s or an Authorized User’s use of the Services creates a material risk of harm, liability, fraud, or disruption; (iv) Innovo is required to do so by applicable law, legal process, or a governmental authority; (v) Customer’s or an Authorized User’s onboarding or verification status is incomplete, cannot be confirmed, has expired, or no longer meets Innovo’s or a Registry’s requirements; or (vi) Customer has failed to pay undisputed Fees within ten (10) days after Innovo provides written notice that the Fees are overdue. Where practicable under the circumstances, Innovo will provide Customer with prior notice of a suspension and will use commercially reasonable efforts to limit the scope and duration of the suspension and restore access promptly after the underlying issue is resolved. Suspension of access to the Services will not relieve Customer of its obligations under these Terms, including any obligation to pay Fees or perform its obligations with respect to a transaction that was confirmed before the suspension became effective.

Customer is responsible for configuring and using the Services in a manner appropriate for Customer’s business and for maintaining reasonable administrative, technical, and physical safeguards to protect Customer’s Accounts, credentials, systems, and data under Customer’s control. Customer is responsible for maintaining backup copies of its data to the extent Customer determines necessary for its business-continuity, legal, regulatory, and recordkeeping requirements.

Customer will not, and will not permit any Authorized User or third party to:

A User seeking to list, offer, transfer, or retire RECs through the Solas Platform must provide, or authorize Innovo to obtain through a Registry Connection, complete, current, and accurate information concerning the applicable RECs, including the applicable Registry, serial numbers or other unique identifiers, generation source, facility location, vintage, quantity, certification status, eligibility attributes, transfer restrictions, retirement requirements, and any other information reasonably requested by Innovo or required by the applicable Registry. Innovo may, but is not obligated to, review, reject, suspend, remove, or require correction of any REC listing, transaction request, or related information that Innovo reasonably believes is incomplete, inaccurate, misleading, fraudulent, unauthorized, non-compliant, or otherwise inconsistent with these Terms, applicable law, or applicable Registry rules.

Each User that lists, offers, sells, or transfers RECs through the Solas Platform (a “Seller”) represents and warrants that, at the time the applicable REC is listed, offered, sold, or transferred: (i) Seller has all rights, authority, and permissions necessary to list, offer, sell, or transfer the REC; (ii) Seller is the registered owner of the REC or is otherwise duly authorized by the registered owner to act with respect to the REC; (iii) the REC is validly issued and recorded in the applicable Registry; (iv) the REC has not been previously sold, transferred, retired, cancelled, claimed, pledged, encumbered, or otherwise made unavailable for the transaction contemplated through the Solas Platform; (v) all information provided by Seller regarding the REC is complete, current, and accurate in all material respects; and (vi) the listing, offer, sale, transfer, and any associated environmental or other claims comply with applicable law, the applicable Registry’s rules and requirements, and any applicable certification-program requirements. Seller will promptly notify Innovo if Seller becomes aware that any representation or warranty in this Section 5.B is or becomes inaccurate, incomplete, or misleading.

Each User that purchases or otherwise acquires RECs through the Solas Platform (a “Buyer”) is solely responsible for reviewing the applicable REC information, transaction terms, Registry requirements, and any certifications, attributes, restrictions, eligibility criteria, retirement conditions, or other characteristics relevant to the Buyer’s intended use of the RECs. Before confirming a transaction, Buyer is responsible for confirming the applicable REC, quantity, price, vintage, Registry, delivery timing, retirement instructions, and any other transaction terms made available through the Solas Platform. Buyer is solely responsible for determining whether a REC is suitable for Buyer’s intended compliance, voluntary, reporting, sustainability, accounting, or other purpose.

A proposed listing, offer, request, or other transaction communicated through the Solas Platform is not binding on Innovo, and Innovo is not obligated to process or facilitate any transaction unless and until Innovo elects to do so in accordance with these Terms and the applicable operational procedures. Subject to satisfaction of the applicable onboarding, verification, and Registry requirements, a transaction between a Buyer and Seller is formed only when the applicable transaction has been affirmatively confirmed through the Solas Platform in accordance with the procedures made available by Innovo. Innovo is not a party to that transaction unless Innovo expressly agrees otherwise in writing. Innovo may establish transaction-confirmation procedures, timing requirements, and other operational requirements from time to time. Innovo may decline to process, cancel, or suspend a proposed transaction or pending Registry instruction before completion if Innovo reasonably believes that the transaction or instruction is affected by an error, fraud, unauthorized activity, inaccurate information, a violation of these Terms, an applicable Registry requirement, or applicable law.

Following satisfaction of the applicable transaction-confirmation, onboarding, verification, and Registry requirements, Innovo may facilitate submission of transfer instructions through the applicable Registry Connection or otherwise through the applicable Registry process. A REC transfer is complete only when the applicable Registry records the transfer in accordance with its rules and procedures. The applicable Registry is the authoritative system of record for the ownership, transfer, retirement, cancellation, and other official status of RECs. Innovo does not warrant that information displayed through the Solas Platform will always be current, complete, or consistent with the records of the applicable Registry. In the event of a discrepancy between information displayed through the Solas Platform and the records of the applicable Registry, the applicable Registry’s records will control.

A User may request that RECs be retired through the Solas Platform only if the User is authorized to direct the retirement and provides all information required by Innovo and the applicable Registry. Each User acknowledges that retirement of a REC may be irreversible under the applicable Registry’s rules and that a retired REC generally may not be sold, transferred, reused, or relied upon by another person. Each User is solely responsible for confirming the accuracy and completeness of its retirement instructions, including the applicable REC, quantity, beneficiary, purpose, claim language, reporting period, and any other information required by the applicable Registry. Each User is solely responsible for ensuring that any environmental, sustainability, compliance, marketing, reporting, or other claim made in reliance on a retirement is accurate, substantiated, and compliant with applicable law, Registry rules, and applicable certification-program requirements. Innovo may refuse or suspend a retirement request if the request is incomplete, inconsistent with the applicable Registry’s requirements, potentially unlawful, or otherwise inconsistent with these Terms.

Innovo may, to the extent reasonably practicable and permitted by applicable law and applicable Registry rules, reject, cancel, withdraw, or suspend a pending transfer instruction, retirement instruction, pending inbox transfer, or other pending Registry instruction if Innovo reasonably determines that: (i) the instruction resulted from an obvious clerical, technical, quantity, or data-entry error; (ii) the instruction was unauthorized, fraudulent, or unlawful; (iii) a User has breached these Terms or provided inaccurate, incomplete, or misleading information; (iv) the instruction cannot be completed in accordance with applicable Registry rules or requirements; or (v) rejection, cancellation, withdrawal, or suspension is reasonably necessary to protect Innovo, the Services, Users, a Registry, or another person from material harm, liability, fraud, or security risk. Innovo will use commercially reasonable efforts to notify affected Users of a rejection, cancellation, withdrawal, or suspension when practicable. Customer acknowledges that Innovo cannot reverse, unwind, or modify a transfer or retirement after the applicable Registry has completed the transfer or retirement. Innovo may take reasonable actions to address an underlying error, fraud, or violation, but such actions will not include reversing or modifying a completed Registry transfer or retirement.

If Innovo reasonably believes that a REC listing, transaction, or related information is fraudulent, counterfeit, altered, invalid, unauthorized, duplicated, previously retired, otherwise unavailable, or inconsistent with applicable Registry rules, certification-program requirements, or applicable law, Innovo may: (i) remove or suspend the applicable listing; (ii) suspend or terminate the access of the applicable Customer or Authorized User to the Services; (iii) delay, reject, cancel, or refuse to process the applicable transaction or pending Registry instruction; (iv) preserve relevant records and information; and (v) disclose information to a Registry, governmental authority, law-enforcement authority, or other third party where Innovo reasonably believes disclosure is necessary to comply with applicable law, investigate suspected fraud or misconduct, enforce these Terms, or protect the rights, safety, property, or security of Innovo, Users, or others.

Unless Innovo expressly agrees otherwise in writing, Innovo does not independently authenticate, verify, audit, investigate, certify, insure, guarantee, or warrant any REC, Registry record, listing, Seller, Buyer, transaction, environmental attribute, certification, claim, eligibility determination, or other information made available through the Solas Platform. Innovo may synchronize and display information reported by a Registry regarding a REC, including eligibility, certification, classification, and other metadata, but does not independently authenticate, validate, certify, or audit that information. Any information, data, reports, or other materials made available through the Services are provided for operational and informational purposes only. Each User is solely responsible for conducting the diligence it considers appropriate before entering into a transaction or relying on a REC for compliance, reporting, accounting, sustainability, environmental, or other purposes.

Customers use of the Services in connection with a Registry, certification program, or other third-party service is subject to the applicable third party’s terms, rules, procedures, requirements, and operational limitations. Innovo is not responsible for any act, omission, delay, outage, error, suspension, policy change, data inaccuracy, or other failure of a Registry or other third party. Customer will comply with all applicable Registry rules and requirements and will cooperate with Innovo as reasonably requested to enable Innovo to provide the Services and address any transaction, Registry, compliance, fraud, or security issue.

Fees for the Services will be set forth in the applicable Order. Customer will pay all Fees in accordance with the payment terms set forth in the applicable Order. Unless otherwise expressly stated in an applicable Order, Fees are non-cancelable and non-refundable.

Innovo is not responsible for determining the tax treatment of any REC, REC transaction, transfer, retirement, environmental attribute, or claim made in connection with the Services. Each User is solely responsible for determining, collecting, reporting, remitting, and paying all sales, use, excise, value-added, gross-receipts, income, withholding, transfer, environmental, and other taxes, duties, levies, assessments, and governmental charges imposed on the User or arising from or relating to the User’s use of the Services or any REC transactions in which the User participates, other than taxes imposed on Innovo’s net income, property, or employees. Fees charged by Innovo are exclusive of Taxes. If Innovo is required by applicable law to collect or remit Taxes for which Customer is responsible, Innovo may invoice Customer for those Taxes unless Customer provides a valid tax-exemption certificate authorized by the relevant taxing authority. If Customer is required by applicable law to withhold any tax from Fees payable to Innovo, Customer will increase the payment as necessary so that Innovo receives the amount it would have received absent the withholding, unless such gross-up is prohibited by applicable law.

As between the parties, Innovo and its licensors retain all right, title, and interest in and to the Services, the Solas Platform, Documentation, Innovo’s trademarks, and all related technology, software, interfaces, designs, processes, know-how, and other intellectual property rights, including all modifications, enhancements, and derivative works thereof (collectively, “Innovo IP”). Except for the limited rights expressly granted to Customer under these Terms, no rights in Innovo IP are granted to Customer, whether by implication, estoppel, or otherwise.

As between the parties, Customer retains all right, title, and interest in and to all data, content, records, files, materials, and information submitted, uploaded, transmitted, made available, or otherwise provided by or on behalf of Customer or an Authorized User to the Services, including information accessed or received through a Registry Connection and personal information processed in connection with Customer’s and its Authorized Users’ use of the Services (collectively, “Customer Data”). Customer grants Innovo a non-exclusive, worldwide, royalty-free right to host, copy, access, receive, store, process, transmit, display, modify, and otherwise use Customer Data solely as necessary to: (i) provide, secure, support, and maintain the Services, including authenticating Users, administering Accounts, validating and maintaining Registry Connections, syncing Registry-reported data, and processing Customer-authorized Registry instructions; (ii) prevent or address technical problems, security incidents, fraud, violations of these Terms, or other misuse of the Services; (iii) comply with applicable law, legal process, applicable Registry rules and requirements, and Innovo’s legal, regulatory, compliance, and recordkeeping obligations; and (iv) otherwise act on Customer’s instructions through the Services. Innovo may disclose Customer Data to its affiliates, subcontractors, and service providers that process Customer Data on Innovo’s behalf in connection with the Services, including providers of authentication and access-management, identity-verification, cloud-hosting, encrypted credential-storage, error-monitoring, and Registry-integration services, subject to written confidentiality, privacy, and security obligations appropriate to the nature of the Customer Data and no less protective than the obligations applicable to Innovo under these Terms. Innovo may use Customer Data in aggregated and de-identified form to analyze, maintain, improve, and develop the Services and related products and features, provided that Innovo does not reasonably identify Customer, an Authorized User, or any natural person in connection with that use.

If Customer or an Authorized User provides suggestions, comments, ideas, enhancement requests, or other feedback relating to the Services (“Feedback”), Customer grants Innovo a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up right to use, reproduce, modify, create derivative works of, distribute, display, and otherwise exploit the Feedback for any purpose, without restriction or compensation to Customer; provided that Innovo will not publicly identify Customer as the source of Feedback without Customer’s prior written consent.

Customer may not use Innovo’s names, logos, or trademarks except with Innovo’s prior written consent. Innovo may use Customer’s name and logo solely as necessary to provide the Services. Any other use of Customer’s name or logo, including in Innovo’s marketing materials, requires Customer’s prior written consent unless otherwise agreed in an applicable Order.

Each party (the “Receiving Party”) may receive or have access to the other party’s (the “Disclosing Party”) non-public business, technical, financial, operational, product, security, and other information that a reasonable person would understand to be confidential given the nature of the information or circumstances of disclosure, including Customer Data and the terms of an applicable Order (collectively, “Confidential Information”).

The Receiving Party will: (i) use the Disclosing Party’s Confidential Information solely to exercise its rights or perform its obligations under these Terms; (ii) protect the Confidential Information using at least reasonable care and no less than the care it uses to protect its own confidential information of a similar nature; and (iii) disclose Confidential Information only to its employees, contractors, professional advisers, and affiliates who have a need to know the information for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those in this Section.

Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available without breach of these Terms; (ii) was known to the Receiving Party without restriction before disclosure by the Disclosing Party; (iii) is received from a third party without breach of a confidentiality obligation; or (iv) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, subpoena, court order, or governmental request, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation to seek protective treatment.

The obligations in this Section 8 will continue for five (5) years after the expiration or termination of these Terms; provided that the Receiving Party will protect any trade secret of the Disclosing Party for so long as the information remains a trade secret under applicable law, and will protect Customer Data in accordance with these Terms, the Privacy Policy, and any applicable data processing addendum for so long as Innovo retains the Customer Data.

These Terms begin when Customer first accepts them and continue until terminated in accordance with this Section. The subscription term for paid Services will be as stated in the applicable Order.

Either party may terminate these Terms and any applicable Order upon written notice if the other party materially breaches these Terms or the applicable Order and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; provided that Innovo may terminate or suspend immediately upon notice if Customer breaches Section 4.H or Section 9, if immediate action is reasonably necessary to prevent material harm or liability, or if Customer fails to pay undisputed Fees within ten (10) days after Innovo provides written notice that the Fees are overdue.

Upon expiration or termination of these Terms or an applicable Order: (i) all rights granted to Customer under these Terms with respect to the affected Services will immediately terminate; (ii) Customer will cease using the affected Services; (iii) Customer will pay all undisputed amounts accrued or payable through the effective date of termination; and (iv) each Receiving Party will return or destroy the Disclosing Party’s Confidential Information upon request, subject to customary archival backup, legal-retention, and recordkeeping exceptions. Following termination or expiration of the applicable Services, Innovo may delete Customer Data in accordance with its then-current data-retention practices, the Privacy Policy, and any applicable data processing addendum, except to the extent retention is required by applicable law or Customer Data is retained in routine backup systems, in which case Innovo will protect the retained Customer Data in accordance with these Terms and delete it in the ordinary course of business.

Sections 3.B, 3.D, 4.B, 5.B, 5.C, and 5.G through 5.J, 6, 7, 8, 9, 10, 11.C and 11.D, 12, 13, 14, and 15 will survive the expiration or termination of these Terms to the extent necessary to give effect to their terms.

Each party represents and warrants that it has the full right, power, and authority to enter into these Terms and perform its obligations under these Terms.

Customer represents and warrants that it has all rights, permissions, consents, and authorizations necessary to provide Customer Data to Innovo and to grant Innovo the rights to Customer Data set forth in these Terms.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE ORDER, THE SERVICES, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE. INNOVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES, OR THAT THE SERVICES OR ANY OUTPUTS, DATA, OR RESULTS GENERATED THROUGH THE SERVICES WILL BE COMPLETE, ACCURATE, RELIABLE, OR SUITABLE FOR CUSTOMER’S PARTICULAR PURPOSE.

The Services are technology, workflow, data-management, and transaction-facilitation tools. The Services do not constitute, and Innovo does not provide, legal, tax, accounting, environmental, regulatory, financial, investment, insurance, engineering, or other professional advice. Customer is solely responsible for independently evaluating the Services and all outputs and for decisions made or actions taken based on them.

Customer will defend, indemnify, and hold harmless Innovo, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any third-party claim, demand, suit, or proceeding, and all resulting damages, liabilities, settlements, costs, and expenses (including reasonable attorneys’ fees), to the extent arising from: (i) Customer Data, Registry Connection information, or other information, instructions, or materials provided by or on behalf of Customer or an Authorized User, including Innovo’s authorized use thereof; (ii) any REC listed, offered, sold, transferred, retired, or otherwise administered by or on behalf of Customer through the Services, including any claim relating to title, authority, validity, eligibility, environmental attributes, transferability, prior sale, retirement, cancellation, or Customer’s environmental or other claims regarding that REC; (iii) Customer’s or an Authorized User’s breach of Section 4.H, Section 5.B, or applicable law; (iv) any dispute, claim, or proceeding between Customer or an Authorized User and another User, Buyer, Seller, Registry, or other third party arising out of or relating to a REC, REC transaction, transfer, retirement, environmental attribute, or claim made in connection with the Services; or (v) Customer’s or an Authorized User’s use of the Services in a manner not authorized by these Terms or the Documentation.

Customer’s obligations under this Section are conditioned on Innovo: (i) promptly giving Customer written notice of the applicable claim, except to the extent delay materially prejudices Customer’s defense; (ii) giving Customer sole control of the defense and settlement of the claim; and (iii) providing reasonable cooperation at Customer’s expense. Customer may not settle any claim in a manner that admits liability of, imposes obligations on, or otherwise adversely affects Innovo without Innovo’s prior written consent, not to be unreasonably withheld, conditioned, or delayed. Innovo may participate in the defense with counsel of its choosing at its own expense.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY APPLICABLE ORDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, AND ALL APPLICABLE ORDERS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO INNOVO FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY, THE LIABILITY CAP EXCLUDES ALL AMOUNTS PAID OR PAYABLE BETWEEN USERS IN CONNECTION WITH A REC TRANSACTION. IF CUSTOMER HAS NOT PAID ANY FEES TO INNOVO FOR THE AFFECTED SERVICES, INNOVO’S AGGREGATE LIABILITY WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS (US $1,000).

THE LIMITATIONS IN THIS SECTION 14 APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Innovo may use affiliates, subcontractors, cloud providers, and other service providers to perform its obligations under these Terms, and Innovo will remain responsible for their performance to the same extent Innovo would be responsible if performing the applicable obligations itself. Innovo is not responsible for the independent acts or omissions of a Registry, certification program, or other third-party service that is not acting as Innovo’s subcontractor and is outside Innovo’s reasonable control.

These Terms and any dispute arising out of or relating to these Terms, the Services, or any applicable Order will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms, and each party irrevocably submits to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Customer may not assign or transfer these Terms, whether by operation of law or otherwise, without Innovo’s prior written consent, except that Customer may assign these Terms without Innovo’s consent to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Customer’s assets, provided that the assignee agrees in writing to be bound by these Terms. Innovo may assign these Terms without Customer’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Innovo’s assets. Any other attempted assignment in violation of this Section is void. These Terms bind and benefit the parties and their respective permitted successors and assigns.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. A waiver of any breach of these Terms is not a waiver of any other breach. Any waiver must be in writing and signed by the party granting the waiver.

Innovo may provide notices to Customer under these Terms, including operational, service-related, and legal notices, by posting them through the Services, sending them to the email address associated with Customer’s Account, or using another reasonable method. Customer is responsible for keeping the email address associated with its Account current. Customer may provide legal notices to Innovo at legal@innovomarkets.com, with a copy to Innovo Markets Inc. 330 N Wabash Ave, Suite 23-123 Chicago, IL 60611 or at any other address Innovo designates in writing. Notices are effective upon receipt, except notices posted through the Services are effective upon posting.

Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, civil unrest, governmental action, utility or telecommunications failures, or third-party hosting or network failures (each, a “Force Majeure Event”); provided that the affected party uses commercially reasonable efforts to mitigate the effects of the Force Majeure Event. A Force Majeure Event does not excuse Customer’s obligation to pay Fees for Services already provided. If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents performance, either party may terminate the affected Services upon written notice.

Headings are for convenience only and do not affect interpretation. The words “including,” “include,” and similar terms mean “including without limitation.” The parties are independent contractors. Nothing in these Terms creates a partnership, franchise, joint venture, fiduciary, agency, employment, or other relationship between the parties, and neither party has authority to bind the other party.

These Terms, the Privacy Policy, any applicable data processing addendum, and each applicable Order constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, proposals, communications, and understandings regarding their subject matter. In the event of a conflict, the following order of precedence applies: (i) the applicable data processing addendum, solely with respect to its subject matter; (ii) the applicable Order, solely with respect to the commercial terms or provisions expressly stated to override these Terms; (iii) these Terms; and (iv) the Privacy Policy.

Innovo Markets Inc. 330 N Wabash Ave, Suite 23-123 Chicago, IL 60611

Attn: legal@innovomarkets.com