THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS.

BY PLACING AN ORDER FOR PRODUCTS OR ACTIVATING A SUBSCRIPTION THROUGH THE PLATFORM, YOU AFFIRM THAT YOU ARE ACTING ON BEHALF OF AN ORGANIZATION OR COMPANY (A “CUSTOMER”), AND THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS.

YOU MAY NOT PURCHASE PRODUCTS OR ACTIVATE A SUBSCRIPTION IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT ACTING ON BEHALF OF A CUSTOMER, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THE PLATFORM BY APPLICABLE LAW.

These Commercial Terms ("Terms") govern: (A) the purchase and sale of environmental commodities, including Energy Attribute Certificates and carbon offsets, through the 3Degrees Marketplace ("Marketplace"); and (B) access to subscription-based features and services available through the 3Degrees Platform (the "Platform"). These Terms constitute the entire commercial agreement between you and 3Degrees for transactions and Platform access, and supplement the 3Degrees Digital Services Terms of Use ("TOU") and Privacy Policy. Capitalized terms used but not defined herein have the meanings given in the TOU. These Terms are subject to change in accordance with Section 15.2.

1. Definitions

As used in these Terms:

“Customer Data” means all data, inputs, content, and other information submitted by Customer or its Authorized Users to the Platform in connection with the use of the Offerings.

“Offerings” means, collectively, Products and Platform Services.

“Platform Outputs” means any reports, analytics, recommendations, retirement documentation, portfolio summaries, carbon accounting data, registry confirmations, dashboards, and other content generated by the Platform as a result of processing Customer Data or Platform operations.

“Platform Services” means the subscription-based digital services, analytics, tools, and features made available to Customer through the Platform, as described in the applicable Plan Description.

“Plan Description” means the description of the features, services, and entitlements included in a Subscription Plan, as published by 3Degrees on the Platform or at such URL as 3Degrees may designate from time to time.

“Products” means environmental commodities available for purchase through the Marketplace, including Energy Attribute Certificates (EACs), Renewable Energy Certificates (RECs), International RECs (I-RECs), carbon offset products, and other environmental attributes. “Products” does not include Platform Services or subscription-based Platform access, which are governed separately under Sections 3 through 6.

“Security Incident” means any unauthorized access to, or acquisition, disclosure, or use of, Customer Data that compromises the security, confidentiality, or integrity thereof.

“Subscription Fees” means the recurring fees payable for access to a Subscription Plan, as set forth in the applicable Subscription Order.

“Subscription Order” means the applicable order form, or Platform-displayed enrollment confirmation setting forth the specific Subscription Plan, fees, billing cycle, and Authorized User count applicable to a Customer.

“Subscription Plan” means a subscription offering providing access to designated Platform Services, as further described in Section 3.1.

2. Environmental Product Purchases

This Section 2 governs the purchase and sale of Products through the Marketplace. Sections 3 through 6 do not apply to spot or one-time Product purchases.

2.1 Order Acceptance. Your order is an offer to buy, under these Terms, all Products listed in your order. All orders must be accepted by 3Degrees. 3Degrees may decline orders at its sole discretion. Customer agrees that any sale of Products hereunder shall be deemed an offer by Customer to buy such Products, which offer 3Degrees may accept or reject.

2.2 Prices and Payment. All prices are quoted in and must be paid in U.S. Dollars (USD). Prices for Products are subject to change without notice; the price charged will be the price displayed on the Marketplace at the time the order is placed. Unless otherwise agreed in writing, payment must be received before 3Degrees accepts an order. 3Degrees accepts approved credit cards and bank transfers. If Customer requires a purchase order to process payment, Customer must provide a valid purchase order prior to completing the Marketplace transaction. If 3Degrees has reasonable grounds for insecurity regarding Customer’s ability to pay for a Product order (including a material downgrade in credit standing), 3Degrees may require prepayment or other adequate assurance of performance before fulfilling such order. You represent and warrant that:

the payment information you supply is true, correct, and complete;
you are duly authorized to use the payment method provided;
any charges incurred will be honored; and
you will pay all charges at the posted prices.

2.3 Product Disclosures and Usage Rights.

General. All Products sold on the Marketplace are environmental commodities and are not physical products, energy, or power. The Products represent environmental, social, or other non-power attributes.
Carbon Offset Products. A Carbon Offset product represents a verified reduction or removal of one metric tonne of carbon dioxide equivalent (CO2e) and does not represent energy.
Energy Attribute Certificate (EAC) Products. An EAC product (such as a Renewable Energy Certificate “REC” or International REC “I-REC”) does not contain electricity, power, or energy. An EAC represents the environmental benefits of 1 megawatt-hour (MWh) of electricity generation. The price of Products is separate from and in addition to any electricity charges payable to Customer’s utility or other electricity provider. 3Degrees is not an electricity provider.
Usage Rights. Upon purchase, you acquire the environmental attributes represented by the Products solely for the specific uses described in the applicable product description. You may not resell, remarket, or transfer ownership of purchased environmental attributes without 3Degrees’ prior written consent.
Public Claims. All public claims related to purchased environmental attributes must be made in accordance with the applicable standards of your Product and relevant industry best practices. Section 8.3 governs 3Degrees’ rights with respect to inaccurate or misleading public statements referencing the Offerings or Products.

2.4 Delivery. Products are digital. 3Degrees will deliver all digital documentation associated with a purchase to the email address associated with your account, generally within 24–48 hours of completed payment.

2.5 Certification and Verification. 3Degrees makes commercially reasonable efforts to ensure all Products meet advertised certification standards. For Products advertised as “Green-e® Certified,” 3Degrees will provide required attestations and disclosures. It is your organization’s responsibility to verify that Products meet your specific compliance or reporting needs before purchase.

2.6 Retirement, Claims Rights, and Registry Risk. 3Degrees will retire or transfer purchased environmental Products in accordance with applicable registry rules. Upon retirement or transfer, 3Degrees will provide Customer with documentation evidencing the retirement or transfer transaction from the applicable registry. Timing of retirement may be performed in bulk on an annual or other periodic basis, as determined by 3Degrees in its sole discretion, unless otherwise specified in the applicable Product description. What passes on payment is the right to make environmental claims against the purchased attributes, subject to applicable certification standards and these Terms. 3Degrees is not responsible for: (a) failures, outages, or errors of third-party registry systems (including WREGIS, M-RETS, Gold Standard, Verra, or other applicable registries); (b) decisions by certification bodies to revoke, invalidate, or retroactively modify the certification status of previously certified Products; or (c) changes to applicable standards or regulations that affect the eligibility or value of Products after purchase. Customer is solely responsible for verifying that purchased Products satisfy Customer’s applicable reporting, compliance, or contractual requirements before purchase.

2.7 Returns and Refunds. Due to the intangible nature of Products, 3Degrees does not offer returns or refunds once orders have been confirmed and attributes have been allocated.

2.8 Exclusive Remedy for Product Failures. For any failure to deliver Products or breach of the warranties in Section 8.1(b) regarding Products, Customer’s exclusive remedy shall be the payment of the positive difference between the contract price and the market replacement price for the undelivered quantity.

3. Subscription Plans and Fees

This Section 3 and Sections 4 through 6 govern access to Platform Services and do not apply to spot or one-time Product purchases under Section 2.

3.1 Plan Selection. 3Degrees offers one or more Subscription Plans providing Customers access to designated Platform Services. The features, services, and entitlements included in each Subscription Plan are described in the applicable Plan Description, which is incorporated into these Terms by reference. Subscription Plans, associated Subscription Fees, and other pricing metrics (e.g., number of Authorized Users, billing cycle) are set forth in the applicable Subscription Order.

3.2 Plan Descriptions. The specific Platform Services available under each Subscription Plan are presented through the Plan Description published on the Platform. 3Degrees does not enumerate Platform Services within these Terms. By enrolling in a Subscription Plan, you acknowledge that you have reviewed the applicable Plan Description and agree that the Plan Description, as updated from time to time in accordance with Section 3.3, defines the scope of your subscription entitlements.

3.3 Changes to Plan Descriptions and Fees. 3Degrees may update Plan Descriptions and Subscription Fees from time to time. For Customers on active subscriptions, 3Degrees will provide at least thirty (30) days’ advance written notice (by email or Platform notification) before:

any increase in Subscription Fees takes effect at the next renewal; or
any material reduction in the Platform Services included in your then-current Plan Description takes effect.

Continued use of the Platform after the effective date of a change constitutes acceptance of the updated Plan Description or Subscription Fees. If you do not agree to an upcoming change, you may cancel your subscription before the effective date in accordance with Section 6.3.

3.4 Taxes. Subscription Fees and Product prices are exclusive of taxes. You are responsible for all applicable sales, use, value-added (VAT), goods and services (GST), withholding, and similar taxes imposed by any governmental authority in connection with your use of the Offerings, except for taxes based on 3Degrees’ net income. For international transactions, you confirm that you are purchasing for business purposes and will account for any applicable VAT/GST under the reverse charge mechanism where appropriate.

3.5 No Advisory Services. The Platform and Platform Services are provided for informational and operational purposes only. 3Degrees is not providing legal, investment, tax, accounting, regulatory, or commodity law compliance advice through the Platform. 3Degrees is not acting as a fiduciary or financial or investment advisor for Customer in connection with Customer's use of the Offerings. Nothing communicated through the Platform constitutes an offer or solicitation to engage in or broker the purchase or sale of any security, financial instrument, commodity, option, futures contract, swap, or commodity interest. Customer acknowledges that it has been advised to consult its own legal, regulatory, tax, business, and financial advisors with respect to its use of the Offerings.

4. Billing and Payment

4.1 Billing Cycle. Subscription Fees are billed in advance on the billing cycle specified in your Subscription Order (e.g., monthly, annual). The first billing period begins on the subscription activation date.

4.2 Authorized Charges. By enrolling in a Subscription Plan, you authorize 3Degrees, directly or through its third-party payment processing providers, to charge the payment method designated in your Subscription Order on a recurring basis in advance for each billing period. You are responsible for ensuring that your designated payment method remains current and valid.

4.3 Overage and Add-Ons. If your Subscription Plan includes limits on the number of Authorized Users, transaction volume, or other usage metrics, usage in excess of those limits may result in additional charges as specified in your Subscription Order. 3Degrees will use commercially reasonable efforts to notify you before overage charges are incurred.

4.4 Late Payments. If any Subscription Fee is not received by the due date, 3Degrees may: (a) assess interest on unpaid amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower); (b) upon two (2) business days’ written notice, suspend access to Platform Services until all outstanding amounts are paid in full; and (c) recover all costs of collection, including reasonable attorneys’ fees. 3Degrees shall not be liable for any interruption of service resulting from a suspension under this Section.

5. Subscription Term, Renewal, and Cancellation

5.1 Initial Term. A subscription begins on the activation date and continues for the initial subscription period specified in the Subscription Order (the "Initial Subscription Term").

5.2 Automatic Renewal. Unless you or 3Degrees provides written notice of non-renewal at least thirty (30) days before the end of the then-current subscription period, your subscription will automatically renew for successive periods of the same length as the Initial Subscription Term (each, a "Renewal Term"; together with the Initial Subscription Term, the "Subscription Term") at the then-current Subscription Fees.

5.3 Notice of Non-Renewal. Non-renewal notices must be submitted in writing to accountsupport@3degreesinc.com or through the account management features of the Platform, if available.

5.4 Cancellation by Customer. You may cancel your subscription at any time by providing notice in accordance with Section 5.3. Unless otherwise specified in your Subscription Order:

Annual subscriptions: cancellation takes effect at the end of the then-current Subscription Term. No refunds are provided for partial subscription periods, except that if Customer upgrades to a higher-tier Subscription Plan mid-term, 3Degrees will apply a pro-rated credit for the unused portion of the prior plan's fees toward the cost of the upgraded plan, calculated from the effective date of the upgrade through the end of the then-current Subscription Term.
Month-to-month subscriptions: cancellation takes effect at the end of the current monthly billing period.

5.5 Cancellation by 3Degrees. 3Degrees may cancel or suspend a subscription: (a) immediately upon your material breach of the TOU or these Terms; (b) for convenience upon thirty (30) days’ written notice; or (c) as otherwise permitted under the TOU. In the event of cancellation by 3Degrees for convenience under clause (b), 3Degrees will provide a pro-rated refund of prepaid Subscription Fees for the unused portion of the current Subscription Term.

5.6 No Refunds for Partial Periods. Except as expressly set forth in Section 5.4(a), 5.5, or as required by applicable law, Subscription Fees are non-refundable and no credits will be issued for partial subscription periods, unused features, or underutilized usage limits.

5.7 Customer Cancellation Right Upon Material Plan Reduction. If 3Degrees makes a material reduction to a Plan Description that adversely affects your current Subscription Plan and does not provide a comparable replacement, you may cancel your subscription and receive a pro-rated refund of prepaid Subscription Fees as described in Section 6.3.

6. Subscription Access and Restrictions

6.1 Scope of Access. Subject to timely payment of Subscription Fees and compliance with the TOU and these Terms, 3Degrees grants you a revocable, non-exclusive, non-transferable right to access the Platform Services included in your Subscription Plan during the Subscription Term, as described in the applicable Plan Description. Subscription access is personal to your organization and may not be shared, sublicensed, assigned, or transferred.

6.2 Authorized Users. Access is limited to the number of Authorized Users specified in your Subscription Order, if applicable. You are responsible for all activity occurring under Authorized User accounts and for ensuring that Authorized Users comply with the TOU and these Terms.

6.3 Platform Modifications. 3Degrees reserves the right to modify, update, or discontinue features of the Platform or specific Subscription Plans at any time. Where a proposed modification constitutes a material reduction in Platform Services available under your then-current Plan Description, 3Degrees will provide at least thirty (30) days' advance written notice before the modification takes effect, in accordance with Section 3.3. In such event, if 3Degrees does not provide a comparable replacement, you may cancel your subscription with effect from the date the modification takes effect and receive a pro-rated refund of prepaid Subscription Fees for the unused portion of the then-current Subscription Term, provided that you submit a cancellation notice before the effective date. The cancellation right in this Section 6.3 is in addition to, and does not limit, the cancellation rights in Section 5.

6.4 Service Level Agreement. Platform availability for subscription-based access is governed by the Service Level Agreement set forth in Exhibit A to these Terms ("SLA"), which is incorporated herein by reference. Service Credits (as defined in the SLA) are Customer’s sole and exclusive remedy for Platform availability failures. The SLA does not apply to the Marketplace or to one-time Product purchases.

6.5 Exclusive Remedy for Platform Service Failures. For any breach of 3Degrees’ warranties regarding Platform Services, Customer’s exclusive remedy and 3Degrees’ entire liability shall be, at 3Degrees’ sole option: (a) re-performance of the deficient Platform Services; (b) a pro-rated refund of Subscription Fees allocable to the period in which the breach occurred; or (c) a service credit against future Subscription Fees. Platform availability failures are governed exclusively by the SLA and not by this Section.

7. Security

This Section 7 applies solely to Platform access and Platform Services.

7.1 3Degrees’ Security Obligations. 3Degrees shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, consistent with industry-standard security practices applicable to providers of similar cloud-based platforms. Such safeguards shall include measures designed to: (a) protect against unauthorized access to or use of Customer Data; (b) protect against reasonably anticipated threats or hazards to the security or integrity of Customer Data; and (c) ensure the secure transmission of Customer Data to and from the Platform.

7.2 Security Incident Notification. In the event 3Degrees becomes aware of a Security Incident, 3Degrees shall notify Customer in writing within seventy-two (72) hours of becoming aware of such Security Incident, to the extent permitted by applicable law and provided that such notification is not prohibited by a confidential law enforcement investigation or governmental order. Such notice shall include, to the extent then known: (a) a description of the nature of the Security Incident; (b) the categories and approximate volume of Customer Data affected; and (c) the measures taken or proposed to address the Security Incident. 3Degrees shall cooperate reasonably with Customer in investigating and mitigating the effects of any Security Incident.

7.3 Customer’s Security Responsibilities. Customer is solely responsible for: (a) maintaining the confidentiality and security of all login credentials, access keys, and passwords used to access the Platform; (b) ensuring that access to the Platform is limited to Authorized Users; (c) promptly notifying 3Degrees of any known or suspected unauthorized access to Customer’s account or credentials; and (d) implementing reasonable security measures within Customer’s own systems and networks that interface with the Platform, and protecting Customer Data prior to its submission to the Platform.

7.4 Limitations. 3Degrees does not guarantee that the Platform will be free from unauthorized access, cyberattacks, or other Security Incidents. 3Degrees shall have no liability for any Security Incident to the extent caused by: (a) Customer’s failure to comply with its obligations under Section 7.3; (b) vulnerabilities in third-party systems, software, or infrastructure outside of 3Degrees’ reasonable control; or (c) the acts or omissions of Customer or its Authorized Users.

8. Representations and Warranties

8.1 3Degrees’ Warranties. 3Degrees represents and warrants to Customer that: (a) the Platform Services will materially conform to the applicable Plan Description during the Subscription Term; (b) environmental Products sold through the Marketplace have not been previously retired, transferred, or encumbered in any manner that would prevent Customer from making valid environmental claims against them, and 3Degrees has the right to retire or transfer such Products on Customer's behalf; and (c) 3Degrees is in material compliance with, and shall provide the Offerings in material compliance with, all applicable laws of the United States.

8.2 Customer’s Representations and Warranties. Customer represents, warrants, and covenants to 3Degrees that:

Authority. Customer has the full right, power, and authority to enter into these Terms and to perform its obligations hereunder, and these Terms constitute a legal, valid, and binding obligation of Customer.
No Conflicting Obligations. Customer is not and will not become party to any agreement that would restrict or prohibit these Terms or the payment of any fees hereunder.
Customer Data Accuracy. The Customer Data provided to 3Degrees in connection with the Offerings is, to Customer’s knowledge, complete, accurate, and not misleading in any material respect.
Public Statements. Any public statements, marketing materials, disclosures, or reports made by Customer that reference or rely upon the Offerings or Platform Outputs shall: (i) be accurate; (ii) not overstate, misrepresent, or make misleading claims regarding Customer’s environmental achievements; and (iii) comply with all applicable laws and industry standards governing environmental marketing claims, including the FTC Green Guides and the Green-e® Code of Conduct.
Compliance with Laws. Customer shall comply with all laws, regulations, and regulatory requirements applicable to its use of the Offerings in each jurisdiction in which Customer operates or accesses the Platform, including all applicable data protection, export control, and environmental reporting laws. Customer shall not use the Offerings in any manner that would cause 3Degrees to violate any applicable law.
Anti-Corruption and Sanctions. Neither Customer nor any director, officer, agent, employee, or affiliate of Customer: (i) is identified on any international sanctions list published by the European Union, the United Kingdom, or the United States; (ii) is engaged in any activity that would violate any applicable anti-bribery or anti-corruption law, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010; or (iii) is engaged in any activity that adversely impacts human rights as identified in the United Nations Universal Declaration of Human Rights.

8.3 Correction and Retraction. Regardless of whether a public statement relates to a Product purchase or use of Platform Services, 3Degrees reserves the right to require Customer to correct or retract any public statement referencing the Offerings or Platform Outputs that 3Degrees reasonably determines to be inaccurate, misleading, or likely to cause harm to 3Degrees’ reputation or to violate applicable law. Failure to comply with a correction or retraction request within a reasonable time shall constitute a material breach of these Terms.

8.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THERE ARE NO OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS MADE BY 3DEGREES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE OFFERINGS, PLATFORM OUTPUTS, OR ANY OTHER MATTER, INCLUDING IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. 3DEGREES DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL CODE.

9. Intellectual Property

9.1 Platform and Output Ownership. 3Degrees owns all right, title, and interest in and to the Platform, the Platform Services, and all Platform Outputs, including all intellectual property rights therein. Platform Outputs are generated by 3Degrees’ proprietary methodologies, registry integrations, and platform logic and constitute 3Degrees IP regardless of the Customer Data used as input.

9.2 License to Use Platform Outputs. Subject to Customer’s compliance with these Terms, 3Degrees grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use Platform Outputs during the applicable Subscription Term (and, for Product-related outputs, following purchase) solely for: (a) Customer’s internal business operations; (b) sustainability reporting and public disclosures regarding Customer’s environmental attributes; and (c) regulatory and compliance filings. This license terminates immediately and automatically upon Customer’s material breach of Section 8.2(d) (Public Statements) or Section 11 (Indemnification obligations relating to public claims).

9.3 Customer Data. Customer retains all right, title, and interest in and to Customer Data. Customer grants 3Degrees a non-exclusive, worldwide, royalty-free license to use, reproduce, process, and display Customer Data solely to: (a) provide and operate the Platform and Offerings; (b) improve Platform features, analytics, and algorithms; and (c) create aggregated, non-attributable benchmarking data and market analytics that do not identify Customer or any individual user ("Aggregated Statistics"). 3Degrees retains all intellectual property rights in Aggregated Statistics.

9.4 Feedback. If Customer or any of its Authorized Users provides any feedback, suggestions, ideas, or recommendations regarding the Platform, Offerings, or Platform Services through any channel (including in-Platform features, email, or support tickets) ("Feedback"), Customer hereby assigns to 3Degrees all right, title, and interest in and to such Feedback, including all intellectual property rights therein. 3Degrees may use Feedback for any purpose without attribution, compensation, or obligation to Customer.

9.5 Restrictions. Customer shall not, and shall ensure that its Authorized Users do not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, methodology, or underlying logic of the Platform or Platform Outputs; (b) redistribute, resell, sublicense, or make Platform Outputs available to any third party outside the scope of the license in Section 9.2; or (c) use the Offerings or Platform Outputs to develop, train, or improve any product or service that competes with the Platform or 3Degrees’ Offerings.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE.

10.2 Aggregate Liability Cap. 3DEGREES’ TOTAL LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED: (A) FOR CLAIMS ARISING FROM A PRODUCT PURCHASE, THE AMOUNT PAID BY CUSTOMER FOR THE SPECIFIC TRANSACTION GIVING RISE TO THE CLAIM; AND (B) FOR CLAIMS ARISING FROM PLATFORM SERVICES OR A SUBSCRIPTION, THE SUBSCRIPTION FEES PAID BY CUSTOMER FOR THE SUBSCRIPTION PERIOD IN WHICH THE CLAIM AROSE. THIS CAP APPLIES REGARDLESS OF THE FORM OF ACTION AND SUPERSEDES ANY CONFLICTING LIABILITY CAP IN THE TOU WITH RESPECT TO COMMERCIAL TRANSACTIONS GOVERNED BY THESE TERMS.

10.3 Carve-Outs. The exclusions and limitations in Sections 10.1 and 10.2 shall not apply to: (a) damages arising from a party’s gross negligence, willful misconduct, or intentional acts; (b) death or bodily injury resulting from a party’s negligent acts or omissions; or (c) Customer’s indemnification obligations under Section 11.

10.4 Customer Data Disclaimer. 3Degrees shall have no liability for any failure, deficiency, or inaccuracy in any Platform Output or Offering, to the extent resulting from incomplete, inaccurate, untimely, or otherwise deficient Customer Data. Customer acknowledges that the functionality, accuracy, and value of Platform Outputs and Offerings are dependent on the completeness and accuracy of Customer Data; any warranty claim by Customer that arises from or is attributable to deficient Customer Data is excluded from the scope of 3Degrees’ warranties under Section 8.1.

10.5 Non-U.S. Law Disclaimer. 3Degrees makes no representation that the Offerings or Platform Outputs comply with the laws or regulations of any jurisdiction other than the United States. Customer is solely responsible for determining the applicability of, and ensuring compliance with, all non-U.S. laws and regulations governing its use of the Offerings, including applicable environmental reporting obligations, data protection laws, and financial regulations. 3Degrees shall have no liability for Customer’s failure to comply with any non-U.S. laws or regulations.

10.6 Third-Party Services. 3Degrees is not responsible for the performance, accuracy, or availability of any third-party services, registries (such as WREGIS or M-RETS), or infrastructure integrated with or accessible through the Platform. 3Degrees may receive compensation from third parties for goods or services it recommends to Customer.

11. Indemnification

11.1 By Customer. Customer agrees to indemnify, defend, and hold harmless 3Degrees and its affiliates, officers, employees, and agents from and against any third-party claims, regulatory investigations, fines, penalties, or losses arising out of or relating to:

Customer’s breach of these Terms or the TOU;
Customer’s negligence or willful misconduct;
Customer’s use of the Offerings or Platform;
any marketing, advertising, public reporting, or other public assertions made by Customer referencing the Offerings, Platform Outputs, or Products, including allegations that Customer’s characterization of such items violates the FTC Green Guides, the Green-e® Code of Conduct, or applicable consumer protection laws;
any inaccurate, incomplete, or misleading Customer Data provided to 3Degrees in connection with the Offerings; or
any double-counting or misrepresentation of Products or environmental attributes by Customer or its agents.

11.2 By 3Degrees. 3Degrees agrees to indemnify, defend, and hold harmless Customer and its officers, employees, and agents from and against any third-party claims arising out of 3Degrees’ gross negligence or willful misconduct in providing the Offerings; provided that 3Degrees’ indemnification obligation shall not apply to claims to the extent caused by Customer’s acts or omissions or Customer’s breach of these Terms.

12. Force Majeure

12.1 Excused Performance. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) to the extent such failure or delay is caused by events beyond that party’s reasonable control and not reasonably foreseeable as of the date of acceptance of these Terms, including: (a) acts of God; (b) flood, fire, earthquake, pandemic, epidemic, or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot, or civil unrest; (d) government orders, laws, or actions; (e) embargoes or blockades; (f) national or regional emergency; (g) strikes, labor stoppages, or industrial disturbances; (h) export controls, trade sanctions, or embargo restrictions by any governmental authority that prevent or materially restrict 3Degrees’ ability to perform its obligations, including with respect to a particular Customer jurisdiction; or (i) other similar events beyond the affected party’s reasonable control (each, a "Force Majeure Event").

12.2 Notice and Mitigation. The party affected by a Force Majeure Event shall provide written notice to the other party within three (3) business days of becoming aware of the event and shall use diligent efforts to minimize its effects and resume performance as soon as reasonably practicable.

12.3 Extended Delay. If a Force Majeure Event continues for thirty (30) or more days, either party may terminate the affected subscription or order upon seven (7) days’ written notice, and 3Degrees shall provide a pro-rated refund of any prepaid fees for the unperformed period.

13. Survival

The following provisions shall survive expiration or termination of these Terms for any reason: Section 1 (Definitions), Section 2.8 (Exclusive Remedy for Product Failures), Section 8.2 (Customer’s Representations and Warranties), Section 8.4 (Disclaimer of Warranties), Section 9 (Intellectual Property), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 14 (Governing Law; Arbitration; Time Limit), and Section 15 (General).

14. Governing Law; Arbitration; Time Limit

These Terms are governed by the laws of the State of California, without reference to conflict of laws principles.
Any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration in San Francisco, California, in accordance with the arbitration provisions of the TOU.
ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE OFFERINGS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to any transaction governed by these Terms.

15. General

15.1 Relationship to TOU. These Terms supplement and are incorporated into the TOU and Privacy Policy. In the event of any conflict, the order of precedence for commercial matters is: (a) these Terms; (b) the TOU.

15.2 Updates to These Terms. 3Degrees may update these Terms from time to time. For updates to the Product purchase terms in Section 2, changes are effective upon posting. For updates to the subscription terms in Sections 3 through 6, 3Degrees will provide at least thirty (30) days’ advance notice before material changes take effect. Continued use of the Platform or Marketplace after any update constitutes acceptance of the revised Terms.

15.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach.

15.4 No Third-Party Rights. These Terms are for the sole benefit of the parties and their respective permitted assigns. Nothing in these Terms confers any rights or remedies on any third party.

15.5 Assignment. Customer may not assign these Terms without 3Degrees’ prior written consent. 3Degrees may assign these Terms to any successor to all or substantially all of its related business.

15.6 Contact. Questions regarding your order, subscription, or these Terms may be directed to: accountsupport@3degreesinc.com.

EXHIBIT A

SERVICE LEVEL AGREEMENT

This Exhibit A is incorporated into and forms part of the 3Degrees Digital Services Commercial Terms.

A.1 Applicability

This Service Level Agreement (“SLA”) applies solely to Offerings that include subscription-based access to the Platform. It does not apply to the Marketplace, one-time Product purchases, or any beta, trial, or pre-release features expressly designated as such in the applicable Subscription Order.

A.2 Uptime Commitment

3Degrees shall use commercially reasonable efforts to make the Platform available in accordance with the uptime target specified in the applicable Subscription Order (the "Uptime Target"). In the absence of a specified Uptime Target in the Subscription Order, the default Uptime Target shall be 99.5% monthly uptime, measured on a calendar month basis, excluding Scheduled Maintenance and SLA Exclusions.

A.3 Measurement

Monthly uptime shall be calculated as follows:

Monthly Uptime % = (Total Minutes in Month – Downtime Minutes) ÷ (Total Minutes in Month – Scheduled Maintenance Minutes) × 100

"Downtime" means the total accumulated time during a calendar month during which the Platform is unavailable to Customer, excluding Scheduled Maintenance and SLA Exclusions. 3Degrees shall maintain records sufficient to calculate and report monthly uptime upon Customer’s written request.

A.4 Scheduled Maintenance

3Degrees reserves the right to perform scheduled maintenance that may result in temporary unavailability ("Scheduled Maintenance"). 3Degrees shall provide at least forty-eight (48) hours’ prior written notice of Scheduled Maintenance and shall use commercially reasonable efforts to conduct Scheduled Maintenance during off-peak hours (generally between 10:00 p.m. and 6:00 a.m. Pacific Time on weekdays, or anytime on weekends). Scheduled Maintenance shall not count as Downtime.

A.5 SLA Exclusions

Downtime shall not include, and 3Degrees shall have no SLA obligations with respect to, unavailability caused by or resulting from:

Customer’s acts or omissions, including failure to provide accurate Customer Data, misconfiguration of Customer’s systems, or unauthorized use of the Platform;
Customer’s internet connectivity, network, or equipment failures outside of 3Degrees’ infrastructure;
Third-party services, software, or infrastructure outside of 3Degrees’ reasonable control, including cloud hosting providers, internet service providers, or third-party APIs;
Force Majeure Events;
Suspension of Customer’s access due to Customer’s failure to pay undisputed amounts when due; or
Beta, trial, or pre-release features or functionality expressly designated as such in the applicable Subscription Order.

A.6 Service Credits

A.6.1 Credit Schedule. If 3Degrees fails to meet the Uptime Target in any calendar month (an "SLA Failure"), Customer’s sole and exclusive remedy shall be a service credit against future Subscription Fees ("Service Credit"), calculated in accordance with the credit schedule in the applicable Subscription Order. In the absence of such a schedule, the following default applies:

Monthly Uptime Achieved	Service Credit (% of Monthly Fee)
≥ 98% – < 99.5%	5%
95.0% – < 98%	10%
90.0% – < 95.0%	15%
< 90.0%	20%

A.6.2 Credit Request. To be eligible for a Service Credit, Customer must submit a written credit request to 3Degrees within thirty (30) days of the end of the calendar month in which the SLA Failure occurred. Service Credits shall be applied to the next invoice following Customer’s timely submission. Failure to submit a timely request constitutes a waiver of the Service Credit for that month.

A.6.3 Credit Limitations. Service Credits are not payable as cash and have no value other than as a credit against future Subscription Fees. The aggregate Service Credits issued in any calendar month shall not exceed 25% of the monthly Subscription Fee for the affected Platform. Service Credits represent Customer’s sole and exclusive remedy for SLA Failures and do not affect the limitation of liability provisions in Section 10.

A.7 Chronic Failure; Termination Right

If 3Degrees fails to meet the Uptime Target for three (3) or more consecutive calendar months, Customer may, as its sole remedy for such chronic failure, terminate the affected subscription upon thirty (30) days’ written notice, provided that Customer has submitted timely credit requests for each such month. Upon such termination, 3Degrees shall refund any prepaid, unused Subscription Fees for the terminated subscription on a pro-rated basis.

A.8 Support

Unless otherwise specified in the applicable Subscription Order, 3Degrees shall provide Customer with access to standard technical support for the Platform during 3Degrees’ normal business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Pacific Time, excluding public holidays). Enhanced support tiers, response times, and escalation procedures, if any, shall be set forth in the applicable Subscription Order.