Terms of Service

These Terms of Service ("Terms") govern access to and use of the services, products, software, websites, labels, authentication systems, verification interfaces, and related offerings (collectively, the "Services") provided by Evergreen Exchange Enterprises, LLC ("The Evergreen Exchange," "we," "us," or "our").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services. These Terms apply to Clients and do not apply to End Users whose access is limited to the Evergreen Certified Verification Portal; End User access to the Verification Portal is governed exclusively by the Portal Terms available at theevergreenexchange.com/portal-terms.

1. DEFINITIONS

As used in these Terms, the following terms have the meanings set forth below:

"Authentication Label" -A physical or digital identifier provided by The Evergreen Exchange that links a product unit to a verification record.

"Claims" -Any statements, representations, or assertions made by a Client regarding a product, including but not limited to contents, origin, testing, compliance, environmental impact, or certifications.

"The Evergreen Exchange-Provided Sustainability Claim" - A sustainability or environmental benefit claim sourced, calculated, structured, and delivered by The Evergreen Exchange as part of the Evergreen Certified system, including carbon footprint calculations performed by The Evergreen Exchange using Client-submitted supply chain data, the allocation of retired carbon offset credits to individual product units, and the Anchor Constitution and associated proof infrastructure. The allocation mechanism is determined by the engagement model specified in the applicable Order Form, and may be either scan-triggered from The Evergreen Exchange’s offset pool or pre-applied across all units from offsets retired in the Client’s name. The accuracy of Client-submitted supply chain data used as input to those calculations remains the responsibility of the Client.

"Client" - A business entity that purchases or uses The Evergreen Exchange’s Services.

"Confidential Information" - Non-public, proprietary, or sensitive information disclosed by one party to the other in connection with the Services, including business plans, pricing, technical information, trade secrets, and the terms of any applicable Order Form or agreement.

"End User" - Any person who scans, views, or accesses a verification interface.

"Order Form" - A written order executed by both parties that incorporates these Terms and specifies applicable fees, service scope, and any additional terms.

"Personal Data" - Any information relating to an identified or identifiable natural person, as defined under applicable data protection laws including GDPR and CCPA.

"Statement of Work" - A written scope and deliverables document issued by The Evergreen Exchange describing the services, client responsibilities, and pilot structure applicable to a specific engagement, which may be provided to Client prior to Order Form execution.

"Verification Record" - A unit-level or batch-level record generated by Evergreen Certified that references Client-provided information.

2. SCOPE OF SERVICES

Evergreen Certified provides authentication, traceability, and verification infrastructure that links physical products to digital records. The Evergreen Exchange does not manufacture products, conduct laboratory testing, certify compliance, or independently verify the accuracy of Client Claims unless expressly agreed to in writing.

The Evergreen Exchange's Services are evidentiary and informational in nature. They are designed to surface Client-provided data in a structured, traceable, and tamper-evident manner.

Additional Professional Services. The Evergreen Exchange may separately offer additional professional services — including, but not limited to, lifecycle assessments (LCAs) and supply chain analysis — under a separate Order Form. Such services are distinct from and do not alter the scope of Evergreen Certified's standard authentication and verification infrastructure. The terms, representations, deliverables, and applicable standards for any such additional services are governed by the applicable Order Form, which, together with these Terms, constitutes the complete agreement for those services.

3. CLIENT RESPONSIBILITIES

Clients are solely responsible for:

The accuracy, completeness, and legality of all Claims and data submitted to The Evergreen Exchange;
Ensuring all Client Claims comply with applicable laws, regulations, and industry standards, including applicable FTC guidelines and state consumer protection laws governing environmental marketing claims;
Obtaining all required consents, approvals, and rights to use submitted data, including any Personal Data;
Proper application and handling of Authentication Labels;
Preventing misuse, duplication, or unauthorized transfer of labels; and
Where the engagement involves The Evergreen Exchange-Provided Sustainability Claims, the accuracy and completeness of supply chain data, product information, and any other inputs provided by Client and used by The Evergreen Exchange to calculate product-level carbon footprints.
Complying with The Evergreen Exchange's then-current Acceptable Use Policy and Sustainability Claims Disclaimer, each incorporated into these Terms by reference, including the restrictions on representing Evergreen Certified authentication as carbon neutrality, net zero status, or any governmental regulatory approval

The Evergreen Exchange relies entirely on Client representations regarding submitted information. This section does not limit The Evergreen Exchange's responsibility for the methodology, calculations, and infrastructure it applies to Client-submitted data in producing The Evergreen Exchange-Provided Sustainability Claims.

4. NO CERTIFICATION OR REGULATORY APPROVAL

The Evergreen Exchange does not certify, endorse, warrant, or guarantee:

Product safety, efficacy, or quality;
Regulatory compliance (including FDA, FTC, USDA, CPSIA, or similar requirements);
Accuracy of laboratory testing or third-party certifications;
Truthfulness of Claims.

Use of Evergreen Certified does not constitute regulatory approval or compliance.

The Evergreen Exchange-Provided Sustainability Claims. Where The Evergreen Exchange provides The Evergreen Exchange-Provided Sustainability Claims as part of a Client engagement, The Evergreen Exchange stands behind the methodology, calculations, and infrastructure it uses to produce those claims, subject to the limitation that Client-submitted supply chain data is not independently audited. Notwithstanding the foregoing, The Evergreen Exchange-Provided Sustainability Claims do not constitute certification of carbon neutrality, net zero status, or climate positivity. These designations require independent third-party certification processes that go beyond what Evergreen Certified's verification infrastructure provides, and no representation is made that any product has fully eliminated or permanently offset its environmental impact.

5. VERIFICATION INTERFACES AND PUBLIC ACCESS

Verification interfaces may be publicly accessible. Information displayed reflects data supplied by the Client and metadata generated by Evergreen Certified.

The Evergreen Exchange does not guarantee that verification interfaces will meet any specific consumer disclosure requirement unless expressly agreed in writing. The Evergreen Exchange will use commercially reasonable efforts to maintain availability of the Services. Service level commitments, if any, will be specified in a separate Service Level Agreement or applicable Order Form.

6. LABEL REVOCATION AND EXCEPTIONS

The Evergreen Exchange may revoke, suspend, or flag Authentication Labels if:

A Client requests revocation;
A label is reported as compromised or misused;
Required fees are unpaid (subject to the notice and cure provisions in Section 10);
Use violates these Terms, including any violation of the Acceptable Use Policy incorporated herein,;
The Evergreen Exchange reasonably believes a label is being used in connection with fraudulent, deceptive, or illegal activity;
A regulatory authority has initiated an investigation or enforcement action relating to Client's products or Claims associated with The Evergreen Exchange's Services; or
Continued association of The Evergreen Exchange's Services with Client's products or Claims would, in The Evergreen Exchange's reasonable judgment, cause material harm to The Evergreen Exchange's reputation or business.

Revocation may be visible to End Users. The Evergreen Exchange will provide prompt written notice of any revocation based on suspected fraud or illegal activity, regulatory enforcement action, or reputational harm grounds and, where practicable, will allow Client a reasonable opportunity to cure prior to revocation becoming effective.

7. INTELLECTUAL PROPERTY

All The Evergreen Exchange software, systems, processes, designs, trademarks, and documentation are the exclusive property of The Evergreen Exchange.

Clients retain ownership of their underlying data but grant The Evergreen Exchange a non-exclusive, worldwide, royalty-free license to process, display, store, and reference such data solely for purposes of providing the Services.

Additionally, The Evergreen Exchange may collect, use, and share aggregated, anonymized, and de-identified data derived from the Services for benchmarking, analytics, and product improvement purposes, provided such data does not identify Client or any individual.

8. DATA PROTECTION AND PRIVACY

8.1 Data Processing. To the extent The Evergreen Exchange processes Personal Data on behalf of Client in connection with the Services, The Evergreen Exchange acts as a data processor operating on Client's instructions. Client is solely responsible for ensuring it has a lawful basis for submitting Personal Data to The Evergreen Exchange and for providing any required notices to data subjects. Notwithstanding the foregoing, where The Evergreen Exchange retains Verification Records, Authentication Label records, and any associated scan-event data as its own permanent operational records pursuant to Section 14.5(c), it does so as an independent data controller acting under its own lawful basis — separate from its processor role for Client-submitted Personal Data used in delivering the Services. Any personal data contained within materials retained under Section 14.5(c) — such as contact information embedded in Client-submitted supporting documentation — is held under The Evergreen Exchange's independent controller basis and is not subject to deletion instructions issued under the processor relationship.

8.2 Security Measures. The Evergreen Exchange will implement and maintain appropriate technical and organizational security measures designed to protect Client data against unauthorized access, disclosure, alteration, or destruction, consistent with industry-standard practices for comparable SaaS platforms.

8.3 Breach Notification. In the event of a confirmed security incident that affects the confidentiality, integrity, or availability of Client's data, The Evergreen Exchange will notify Client in writing within seventy-two (72) hours of confirmation of the incident and in all cases within the timeframe required by applicable law. The Evergreen Exchange will provide reasonable cooperation in investigating and mitigating the incident.

8.4 Sub-Processors. The Evergreen Exchange may engage third-party sub-processors (e.g., cloud infrastructure providers, analytics platforms) to assist in delivering the Services.

8.5 Data Subject Rights. The Evergreen Exchange will provide Client with reasonable technical assistance to facilitate Client's response to requests from individuals exercising rights under applicable data protection laws, including rights of access, correction, deletion, restriction, or portability, to the extent such requests relate to Personal Data The Evergreen Exchange holds on Client's behalf. The Evergreen Exchange will respond to reasonable assistance requests within thirty (30) days. Where fulfilling a data subject rights request requires The Evergreen Exchange to perform actions beyond its standard automated tooling, The Evergreen Exchange reserves the right to charge Client at its then-current professional services rates, provided The Evergreen Exchange notifies Client of anticipated charges prior to incurring them.

8.6 Regulatory Compliance / DPA. Clients subject to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), or other applicable data protection regulations may request a Data Processing Addendum (DPA) from The Evergreen Exchange at privacy@theevergreenexchange.com. The DPA will be provided at no additional cost and, upon execution by both parties, will be incorporated into and form part of these Terms.

8.7 No Sale of Client Data. The Evergreen Exchange will not sell, rent, or otherwise share Client's Personal Data with third parties for advertising, marketing, or any purpose other than providing the Services.

8.8 Cookie Policy. Cookie use on The Evergreen Exchange's marketing site and Evergreen Certified verification portal is governed by The Evergreen Exchange's Cookie Policy, available at theevergreenexchange.com/cookies.

9. CONFIDENTIALITY

9.1 Obligations. Each party agrees to hold the other's Confidential Information in strict confidence, using at least the same degree of care it employs to protect its own confidential information, and no less than reasonable care. Neither party will use the other's Confidential Information for any purpose outside the scope of these Terms, or disclose it to any third party, without prior written consent.

9.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is received from a third party who has the right to disclose it without restriction.

9.3 Legally Compelled Disclosure. A party may disclose Confidential Information if required by applicable law, regulation, or valid court or government order, provided that the disclosing party, where legally permitted, (a) gives the other party prompt written notice before disclosure; (b) reasonably cooperates with the other party in seeking a protective order or other limitation on disclosure; and (c) discloses only the minimum amount of Confidential Information required to comply.

9.4 Return or Destruction. Upon termination of these Terms or upon written request, each party will promptly return or certifiably destroy all Confidential Information of the other party in its possession, except to the extent retention is required by applicable law. Upon request, the receiving party will provide written certification of destruction.

9.5 Survival. The confidentiality obligations in this Section survive the expiration or termination of these Terms for a period of three (3) years.

10. FEES AND PAYMENT

10.1 Fees. Fees are as set forth in applicable Order Forms, Statements of Work, or invoices. All fees are non-refundable unless expressly stated otherwise. Unless an Order Form expressly states otherwise, The Evergreen Exchange may adjust fees applicable to any renewal term upon not less than forty-five (45) days' prior written notice to Client before the commencement of the renewal term.

10.2 Payment Terms. All invoices are due and payable within fifteen (15) days of the invoice date ("Due Date").

10.3 Late Payment. Amounts not paid by the Due Date may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the Due Date until the date of actual payment in full.

10.4 Suspension for Non-Payment. If any undisputed invoice amount remains unpaid for more than ten (10) days after The Evergreen Exchange has delivered written notice to Client of such non-payment, The Evergreen Exchange may suspend access to the Services until all outstanding undisputed amounts, together with any accrued interest, are paid in full.

10.5 Invoice Disputes. Client must notify The Evergreen Exchange in writing of any good-faith dispute regarding an invoice within fifteen (15) days of receipt, specifying in reasonable detail the basis for the dispute. Client will pay all undisputed amounts by the Due Date. The parties will work in good faith to resolve any disputed amounts within thirty (30) days of the dispute notice.

10.6 Collection Costs. In the event The Evergreen Exchange initiates legal proceedings or engages a collection agency to recover unpaid amounts owed by Client, Client shall be responsible for all reasonable costs of collection, including reasonable attorneys' fees and court costs, to the extent permitted by applicable law.

11. DISCLAIMERS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE EVERGREEN EXCHANGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(A) THE EVERGREEN EXCHANGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF THE EVERGREEN EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND

(B) THE EVERGREEN EXCHANGE'S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE EVERGREEN EXCHANGE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Notwithstanding the foregoing, nothing in these Terms limits either party's liability for fraud, willful misconduct, or gross negligence, or limits either party's indemnification obligations under Section 13.

13. INDEMNIFICATION

13.1 Client Indemnification of The Evergreen Exchange. Client agrees to indemnify, defend, and hold harmless The Evergreen Exchange and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, fines, penalties, and reasonable attorneys' fees arising out of or related to:

Any Client Claim or data submitted to The Evergreen Exchange;
With respect to The Evergreen Exchange-Provided Sustainability Claims, any inaccuracy or incompleteness in the supply chain data, product information, or other inputs submitted by Client and used by The Evergreen Exchange to calculate product-level carbon footprints;
Product defects, safety issues, or product liability related to Client's products;
Regulatory violations related to Client's products or Client Claims, including violations of applicable FTC guidelines governing environmental marketing claims; and
Misuse, duplication, or unauthorized transfer of Authentication Labels.

The following procedures apply to all indemnification claims under this Section:

(a) Notice. The indemnified party will provide the indemnifying party with prompt written notice of any claim for which indemnification is sought. Failure to provide timely notice will not relieve the indemnifying party of its indemnification obligations except to the extent the indemnifying party is materially prejudiced by such failure.

(b) Defense Control. The indemnifying party will have the right, at its option and expense, to assume sole control of the defense and settlement of any claim, using counsel reasonably acceptable to the indemnified party. The indemnified party will provide reasonable cooperation and assistance at the indemnifying party's expense.

(c) Settlement. The indemnifying party may not settle any claim in a manner that imposes any obligation, restriction, or liability on the indemnified party, or that includes any admission of fault or wrongdoing by the indemnified party, without the indemnified party's prior written consent, which will not be unreasonably withheld.

13.2 Scope of Indemnification — The Evergreen Exchange-Provided Sustainability Claims. For the avoidance of doubt, Client's indemnification obligation under Section 13.1 does not extend to third-party claims arising from errors in The Evergreen Exchange's own methodology, calculations, or infrastructure used to produce The Evergreen Exchange-Provided Sustainability Claims, except to the extent such claims arise from Client's submission of inaccurate or incomplete supply chain data. The Evergreen Exchange retains responsibility for its own methodology and calculations, subject to the disclaimers in Section 11 and the liability limitations in Section 12.

14. TERM AND TERMINATION

14.1 Term. These Terms commence on the date Client first accesses or uses the Services and continue until terminated as provided herein or as otherwise specified in an applicable Order Form.

14.2 Termination for Convenience. Either party may terminate these Terms for convenience upon thirty (30) days' prior written notice to the other party. Notwithstanding any such termination, Client's obligation to pay all fees committed under any applicable Order Form through the end of the then-current Order Form term shall survive termination and remain due and payable in full. Termination for convenience does not entitle Client to a refund of any prepaid fees.

14.3 Termination for Cause. Either party may terminate these Terms for material breach upon written notice if the breach remains uncured for fifteen (15) days following written notice that describes the breach in reasonable detail. In the case of non-payment, the cure period is ten (10) days as specified in Section 10.4. For purposes of this Section, a material violation of the Acceptable Use Policy incorporated by reference into these Terms constitutes a material breach of these Terms, subject to the applicable cure period set out in the Acceptable Use Policy for the violation tier in question.

14.4 Transition Period. Upon termination or expiration of these Terms for any reason other than Client's failure to pay undisputed fees or termination for breach of the Acceptable Use Policy, The Evergreen Exchange will maintain existing Authentication Labels in an active state for a period of thirty (30) days from the termination effective date ("Transition Period"), during which Client may transition its operations to alternate solutions. The Transition Period is conditioned on Client being current with all payment obligations as of the termination effective date and remaining current throughout the Transition Period. If Client fails to maintain payment obligations during the Transition Period, The Evergreen Exchange may immediately deactivate Authentication Labels upon written notice to Client. Following the Transition Period, The Evergreen Exchange may deactivate Authentication Labels and verification access.

14.5 Data Return and Deletion. (a) Within sixty (60) days following the termination effective date, The Evergreen Exchange will make Client's submitted account data available for export upon Client's written request. (b) Within sixty (60) days following the termination effective date, The Evergreen Exchange will permanently delete Client's account credentials, API keys, and payment method details from its active systems. The Evergreen Exchange will retain Client contact information and account history indefinitely for legitimate business purposes including re-engagement, dispute resolution, and account management. Notwithstanding the sixty (60) day window in clause (a), Client may request export of such retained contact information and account history at any time during the applicable retention period by submitting a written request to legal@theevergreenexchange.com; The Evergreen Exchange will fulfill such requests within thirty (30) days of receipt. (c) Notwithstanding anything to the contrary in these Terms, The Evergreen Exchange shall retain indefinitely all Verification Records, Authentication Label records, Client Claims, and any data recorded on or referenced by the Bitcoin blockchain infrastructure, including blockchain-anchored scan event components (label identifier and allocation trigger). These constitute The Evergreen Exchange's permanent operational records, are essential to the integrity of its authentication and accountability platform and may not be deleted upon Client request or otherwise. End User scan event records and associated server-side data (such as timestamps, IP addresses, device identifiers, and scan frequency signals) are retained and deleted in accordance with the Privacy Policy.

14.6 Survival. The following provisions survive the expiration or termination of these Terms for any reason: Section 1 (Definitions), Section 3 (Client Responsibilities), Section 4 (No Certification), Section 7 (Intellectual Property), Section 8 (Data Protection, with respect to data retained during the post-termination period), Section 9 (Confidentiality), Section 11 (Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 15 (Governing Law and Dispute Resolution), and any accrued payment obligations.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.

15.2 Pre-Litigation Escalation. Prior to initiating any formal legal proceedings (other than a request for emergency injunctive or equitable relief), the parties agree to attempt in good faith to resolve any dispute through senior executive-level negotiations for a period of thirty (30) days following delivery of a written dispute notice ("Dispute Notice") by the aggrieved party. If the dispute is not resolved within that period, either party may pursue the remedies set forth in Section 15.3.

15.3 Venue. Any dispute not resolved through pre-litigation escalation shall be submitted exclusively to the jurisdiction of the state or federal courts located in Charleston, South Carolina. Each party hereby consents to personal jurisdiction in such courts and waives any objection to venue on grounds of inconvenient forum.

15.4 JURY TRIAL WAIVER. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY TRANSACTION CONTEMPLATED HEREBY.

15.5 CLASS ACTION WAIVER. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. ALL CLAIMS MUST BE BROUGHT SOLELY IN SUCH PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE PARTIES AGREE THAT A COURT MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

16. FORCE MAJEURE

Neither party will be liable to the other for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, war, terrorism, government actions or sanctions, cyberattacks or distributed denial-of-service attacks by third parties, epidemic or pandemic, or failure of third-party infrastructure, cloud, or hosting providers.

The affected party must: (a) provide the other party with prompt written notice describing the Force Majeure Event and its anticipated duration; and (b) use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice, without liability to the other party (other than for fees accrued prior to the Force Majeure Event).

17. ASSIGNMENT

Neither party may assign, transfer, or delegate these Terms or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, The Evergreen Exchange may assign these Terms, in whole or in part, without Client's consent in connection with: (a) a merger, acquisition, or change of control; (b) a sale of all or substantially all of The Evergreen Exchange's assets or equity; or (c) a corporate reorganization or restructuring. The Evergreen Exchange will notify Client of any such assignment no later than thirty (30) days prior to the assignment becoming effective, to the extent practicable. Any purported assignment in violation of this Section is null and void. These Terms will be binding upon and inure to the benefit of each party's respective successors and permitted assigns.

18. MODIFICATIONS TO THESE TERMS

The Evergreen Exchange reserves the right to update or modify these Terms from time to time. For material modifications — meaning changes that (i) increase Client's financial obligations, (ii) materially reduce the scope of Services without a corresponding fee reduction, (iii) materially restrict Client's license or data rights, or (iv) materially alter the liability framework to Client's detriment — The Evergreen Exchange will provide at least thirty (30) days' advance written notice to Client via email to Client's registered contact address, or through an in-product notification. For the avoidance of doubt, the following do not constitute material modifications: changes required by applicable law or regulation, updates to The Evergreen Exchange's sub-processor list, security or technical updates, and changes to third-party integrations or underlying infrastructure.

For non-material modifications (including clarifications, corrections, formatting changes, or updates required by applicable law), updated Terms take effect immediately upon posting with a revised "Last Updated" date.

Client's continued use of the Services after the effective date of any modification constitutes acceptance of the updated Terms. If Client objects to a material modification, Client may terminate these Terms without penalty by providing written notice to The Evergreen Exchange before the modification's effective date.

19. GENERAL PROVISIONS

19.1 Entire Agreement. These Terms, together with any applicable Order Forms, Statements of Work, or Data Processing Addendum, and The Evergreen Exchange's then-current Acceptable Use Policy (available at theevergreenexchange.com/acceptable-use) and Sustainability Claims Disclaimer (available at theevergreenexchange.com/sustainability-disclaimer), each incorporated herein by reference, constitute the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous understandings, agreements, and representations relating to the same subject matter. The Evergreen Exchange's then-current Privacy Policy (available at theevergreenexchange.com/privacy), Cookie Policy (available at theevergreenexchange.com/cookies), and Legal Contact Page (available at theevergreenexchange.com/legal) are incorporated by reference as operational and disclosure reference documents describing data handling practices, tracking technologies, and contact and response protocols respectively. These documents describe operational practices and regulatory-facing disclosures; they do not form part of the bilaterally negotiated commercial terms of this agreement and may be updated by The Evergreen Exchange from time to time without requiring consent under Section 18.

19.2 Order of Precedence. In the event of a conflict between the documents that comprise the entire agreement under Section 19.1, the following order of precedence applies: (a) the applicable Order Form controls over the Statement of Work and these Terms for deal-specific terms, including pricing, fees, intellectual property ownership, and confidentiality; (b) the applicable Statement of Work controls over these Terms for service-scope and deliverable details; (c) the Sustainability Claims Disclaimer controls over these Terms for sustainability-boundary statements, permitted claim language, and the scope of sustainability representations; (d) these Terms control over the Acceptable Use Policy and in all other respects. (e) The Privacy Policy, Cookie Policy, and Legal Contact Page govern their respective subject matter — data handling, tracking technologies, and contact and response protocols respectively — but do not override commercial terms in the Order Form, Statements of Work, or these Terms, and are not subject to the precedence order in clauses (a) through (d) of this Section.

19.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

19.4 Waiver. No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. A waiver of any right or provision must be in writing and signed by the waiving party.

19.5 Notices. All notices under these Terms must be in writing and delivered by email with confirmation of receipt, or by overnight courier, to the party's registered contact address. Notices are effective upon confirmed receipt.

19.6 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

19.7 Counterparts. Order Forms and amendments may be executed in counterparts, each of which is an original, and all of which together constitute one agreement. Electronic signatures are acceptable.

19.8 Reference Rights. Client grants The Evergreen Exchange a non-exclusive right to identify Client by name and logo as a customer of The Evergreen Exchange in marketing materials, website content, case studies, and investor presentations. The Evergreen Exchange will not make any representations about Client's specific results without Client's prior written approval. Client may revoke this right at any time by providing written notice to casey@theevergreenexchange.com, and The Evergreen Exchange will remove Client's name and logo from new materials within thirty (30) days of receipt of such notice. Existing printed or published materials are not required to be recalled.

20. CONTACT INFORMATION

Questions regarding these Terms, data protection requests, or requests for a Data Processing Addendum should be directed to:Legal inquiries directed to legal@theevergreenexchange.com are subject to a ten (10) business day response commitment as described on the Legal Contact Page at theevergreenexchange.com/legal.

Evergreen Exchange Enterprises, LLC

Attn: Legal / Privacy

1229 Valley Forge Dr.

Charleston, SC 29412

Legal Contact Page: theevergreenexchange.com/legal

Privacy Policy: theevergreenexchange.com/privacy
Privacy Email: casey@theevergreenexchange.com
Legal Email: casey@theevergreenexchange.com