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Legal

S3 Markets, Inc. Terms of Use

Last Updated: April 20, 2026

Please review these Terms of Use (these "Terms") carefully. These Terms govern your access to and use of the S3 Markets website located at https://www.s3markets.com/ (the "Website") and the S3 Markets platform, software, registry, marketplace, dashboards, APIs, smart contracts, records, reports, and related services that S3 Markets makes available from time to time (collectively, the "Platform").

The Platform is operated by S3 Markets, Inc. ("S3 Markets," "S3," "Company," "we," "our," or "us"), a Delaware corporation. These Terms set forth your rights and obligations and our disclaimers and limitations of liability relating to your use of the Platform.

Your submission of information, including personally identifiable information or personal data ("Personal Data"), through or in connection with the Platform is governed by our privacy policy, as updated from time to time and available at https://www.s3markets.com/privacy-policy (the "Privacy Policy"). The Privacy Policy and any additional written terms, ordering documents, pilot agreements, transaction confirmations, onboarding materials, or platform rules that expressly reference these Terms are incorporated into these Terms by reference. If another written agreement signed by S3 Markets and you expressly conflicts with these Terms, that written agreement will control only with respect to the specific conflicting provision and only for the subject matter covered by that agreement.

THESE TERMS ARE LEGALLY BINDING. BY CLICKING "I AGREE," CREATING AN ACCOUNT, ACCESSING THE PLATFORM, USING THE PLATFORM, OR ACCEPTING ANY ENVIRONMENTAL ATTRIBUTE CERTIFICATE THROUGH THE PLATFORM, YOU ACCEPT THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.

PLEASE REVIEW THE DISCLOSURES, DISCLAIMERS, ASSUMPTION OF RISK PROVISIONS, LIMITATIONS OF LIABILITY, INDEMNIFICATION PROVISIONS, AND DISPUTE RESOLUTION PROVISIONS IN THESE TERMS CAREFULLY.

1. Description of the Platform

The S3 Markets Platform is a registry and lifecycle management platform for environmental attribute certificates associated with low-carbon industrial commodities and other qualifying interventions ("EACs"). The Platform is designed to support the creation, issuance, allocation, transfer, retirement, reporting, and auditability of EACs. S3 Markets may use blockchain-based records, tokenized representations, cryptographic hashes, smart contracts, off-chain databases, supporting documentation, and other technical controls to maintain a record of EAC lifecycle events.

The Platform is not a decentralized finance application, derivatives exchange, securities exchange, commodities exchange, broker-dealer, investment adviser, commodity trading adviser, bank, trust company, or payment processor. S3 Markets does not offer margin, leverage, staking, yield products, token lending, automated market making, or similar DeFi functionality.

Unlike a self-custody wallet-based platform, the S3 Markets Platform is designed to use S3-managed custody infrastructure for EACs unless S3 Markets expressly enables and approves a withdrawal to an external wallet. When EACs are issued, allocated, transferred, or held through the Platform, S3 Markets may hold or control the relevant blockchain address, smart contract permissions, custody vault, or other technical infrastructure used to maintain the EAC record (each, a "Managed Custody Wallet" or "Managed Custody Solution").

S3 Markets may identify or associate EAC balances, allocations, ownership records, retirement records, and related account information using cryptographic hashes, including buyer-specific hashes or other pseudonymous identifiers (each, a "Buyer Hash"). A Buyer Hash may be generated from the buyer name, an anonymized buyer name, an internal buyer identifier, or other information approved or provided through the Platform or associated onboarding process. Buyer Hashes are intended to support privacy, auditability, record integrity, and lifecycle tracking, but they do not eliminate all risks of re-identification or correlation.

You do not need to connect your own wallet in order to use the Platform unless S3 Markets separately enables an external withdrawal, external transfer, or other feature that requires a user-controlled wallet. Any prior or generic references to user wallets, connecting a wallet, disconnecting a wallet, self-custody, or user-controlled private keys should be understood as inapplicable unless S3 Markets has expressly made such functionality available to you in writing or through the Platform.

S3 Markets may use one or more blockchain networks, including Ethereum-compatible networks such as Base, to record certain EAC lifecycle events. The authoritative Platform record may include both on-chain and off-chain information. To the extent there is a discrepancy between a user interface display and the underlying Platform records, S3 Markets may investigate and determine the applicable record in good faith, subject to any written agreement between you and S3 Markets.

2. S3 Markets Platform

2.1 High-Level Platform Description

S3 Markets provides technology infrastructure intended to help producers, buyers, channel partners, and other approved participants manage the lifecycle of EACs associated with low-carbon industrial commodities and related decarbonization activities. The Platform may support commodities and sectors such as ammonia, fertilizer, cement, concrete, steel, copper, transportation, and other hard-to-abate or Scope 3-relevant categories.

At a high level, the Platform is designed to support the following EAC lifecycle management functions:

  • producer onboarding and project configuration;
  • review, collection, and organization of supporting documentation, which may include lifecycle assessments, environmental product declarations, production reports, sales reports, delivery documentation, contractual representations, and other records;
  • creation or configuration of EAC batches and metadata;
  • issuance of EACs after applicable Platform requirements have been satisfied;
  • allocation of EACs to buyers or approved counterparties;
  • management of EAC statuses, which may include unfulfilled by producer, unallocated or booked, allocated pending payment, allocated and paid, claimed, expired, transferred, cancelled, or retired;
  • recording of lifecycle events through Platform databases, blockchain transactions, token metadata, cryptographic hashes, and related audit trails;
  • retirement of EACs and generation of retirement records or certificates, where applicable; and
  • reporting tools, dashboards, transaction records, and other lifecycle management functionality.

The Platform may refer to EACs as digital assets, tokenized EACs, EAC tokens, certificates, credits, units, claims, attributes, balances, allocations, or similar terms. These terms are used for Platform functionality and recordkeeping. They do not mean that EACs are securities, commodities, derivatives, financial instruments, investment contracts, currency, legal tender, or any other regulated financial product unless expressly required by Applicable Law.

2.2 EACs and Environmental Attribute Records

An EAC represents certain environmental attributes, claims, data, or rights associated with a qualifying low-carbon commodity, production batch, sale, intervention, or other activity, as reflected in the Platform records. The exact attributes, scope, boundaries, quantity, vintage, producer, buyer, permitted claim, restrictions, documentation, and retirement consequences for a given EAC may vary based on the applicable project, producer, buyer, transaction documentation, and Platform configuration.

S3 Markets may require supporting documentation before issuing, allocating, transferring, or retiring EACs. However, S3 Markets is not a standards body, certification body, verifier, assurance provider, accounting firm, law firm, environmental consultant, or regulatory authority. The presence of documentation on or through the Platform does not mean that S3 Markets independently verifies, certifies, guarantees, or assures the accuracy, completeness, regulatory treatment, accounting treatment, emissions impact, or market acceptance of any EAC.

2.3 Users and Roles

The Platform may support different user roles, including producers, buyers, administrators, channel partners, auditors, observers, and other approved participants. Available features may vary by user role, user permissions, project, transaction, jurisdiction, and other factors. S3 Markets may require identity verification, know-your-customer checks, sanctions screening, transaction purpose review, onboarding documentation, or other diligence before allowing a user to access particular Platform functions.

2.4 Account Access and Security

You are responsible for maintaining the confidentiality and security of your account credentials, authorized users, passwords, multi-factor authentication methods, devices, email accounts, and other access credentials. You are responsible for all activity occurring under your account or by your authorized users, except to the extent caused by S3 Markets’ gross negligence, willful misconduct, or breach of a written obligation owed to you.

You must promptly notify S3 Markets at help@s3markets.com if you believe your account, credentials, or authorized user access has been compromised or used without authorization.

3. Use of the Platform

3.1 Eligibility and User Representations

As a condition to accessing or using the Platform, you represent and warrant to S3 Markets that:

  • if you are entering into these Terms as an individual, you are at least 18 years old or the age of majority in your jurisdiction and have the legal capacity to enter into these Terms;
  • if you are entering into these Terms as an entity, you have legal authority to bind that entity, and "you" refers to that entity;
  • all information you provide to S3 Markets or through the Platform is true, accurate, complete, and not misleading in any material respect;
  • you will use the Platform only for lawful business purposes and in accordance with these Terms, Applicable Law, and any applicable written agreement with S3 Markets;
  • you are not located in, organized in, ordinarily resident in, or acting on behalf of any jurisdiction subject to comprehensive U.S. sanctions or embargoes, or any other jurisdiction where S3 Markets determines Platform access is prohibited or restricted;
  • you are not identified on any sanctions list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, the U.S. Department of State, the United Nations, the United Kingdom, the European Union, or any other applicable sanctions authority;
  • you will not use the Platform to transact with any sanctioned person, restricted person, or person prohibited by Applicable Law;
  • you will not use VPN software, anonymization tools, false identity information, or other methods to circumvent Platform restrictions, sanctions controls, geographic restrictions, diligence requirements, or access controls;
  • your access to and use of the Platform does not violate and will not cause S3 Markets to violate any Applicable Law; and
  • you have obtained all internal approvals, authority, and consents necessary to use the Platform, enter into transactions, receive allocations, retire EACs, request transfers, or make claims based on EACs.

3.2 Platform Availability and Evolution

You acknowledge and agree that the Platform may be inaccessible, unavailable, delayed, interrupted, or inoperable from time to time for reasons including maintenance, upgrades, equipment malfunctions, software errors, cybersecurity events, third-party service provider outages, cloud infrastructure outages, blockchain network disruption, smart contract issues, regulatory requirements, force majeure events, or causes beyond S3 Markets’ reasonable control.

S3 Markets may modify, suspend, disable, replace, discontinue, or restrict access to any portion of the Platform at any time. S3 Markets may also suspend or restrict your access if S3 Markets reasonably believes that you have violated these Terms, that your account presents legal, operational, security, sanctions, fraud, reputational, or compliance risk, or that Platform access must be restricted to comply with Applicable Law or protect Platform integrity.

3.3 No Agency or Fiduciary Relationship

Except as expressly stated in a separate written agreement signed by S3 Markets, S3 Markets does not act as your agent, broker, fiduciary, trustee, investment adviser, commodity trading adviser, legal adviser, tax adviser, accounting adviser, environmental consultant, verifier, or standards adviser. To the fullest extent permitted by Applicable Law, S3 Markets owes no fiduciary duties to you or any other person. The only duties S3 Markets owes you are those expressly stated in these Terms or in another written agreement signed by S3 Markets.

3.4 Your Responsibility for Claims and Use of EACs

You are solely responsible for determining whether any EAC, Platform record, allocation, transfer, retirement, or related claim is suitable for your intended use, including any greenhouse gas inventory, Scope 3 accounting, procurement, sustainability reporting, regulatory, voluntary, marketing, contractual, stakeholder, or public disclosure purpose. You should obtain independent legal, tax, accounting, environmental, assurance, standards, and technical advice before relying on any EAC or making any claim based on any EAC.

4. Fees, Pricing, and Blockchain Transaction Costs

4.1 Platform Fees and Commercial Terms

S3 Markets may charge fees for Platform access, onboarding, project configuration, EAC issuance, allocation, transfer, retirement, reporting, transaction facilitation, marketplace services, buyer onboarding, or other services. Applicable fees may be set forth in a separate written agreement, ordering document, invoice, transaction confirmation, pricing schedule, Platform notice, or other communication from S3 Markets.

Unless otherwise stated in a separate written agreement, all fees are due and payable in U.S. dollars and are non-refundable. You are responsible for all taxes, duties, levies, assessments, withholding obligations, bank fees, wire fees, and similar charges associated with your use of the Platform, except for taxes based on S3 Markets’ net income.

4.2 Gas Fees and External Wallet Withdrawals

S3 Markets generally does not charge Platform users separate gas fees for ordinary Platform activity that S3 Markets initiates or manages through its Managed Custody Solution, including routine issuance, allocation, internal lifecycle management, and retirement activities conducted within the Platform. S3 Markets may absorb, sponsor, bundle, or otherwise manage blockchain transaction costs for these ordinary Platform activities, unless a separate written agreement or Platform notice states otherwise.

If S3 Markets enables you to withdraw, transfer, or direct EACs or related tokenized records to an external wallet, self-custody wallet, third-party wallet, exchange address, third-party custodian, or other address outside S3 Markets’ Managed Custody Solution, you are responsible for all gas fees, network fees, transaction costs, third-party custodian fees, external wallet fees, withdrawal fees, failed transaction costs, address correction costs, taxes, and other charges associated with that withdrawal or transfer, unless S3 Markets expressly agrees otherwise in writing.

Blockchain transaction fees can be variable, unpredictable, and outside S3 Markets’ control. You acknowledge that an external withdrawal or transfer may be delayed, rejected, fail, be irreversible, or result in loss if you provide an incorrect address, use an unsupported network, use an incompatible wallet, lose control of your private keys, fail to pay applicable fees, or otherwise fail to satisfy applicable technical requirements. S3 Markets is not responsible for external wallet fees, third-party custody arrangements, unsupported networks, or assets after they have been withdrawn or transferred outside S3 Markets’ Managed Custody Solution, except to the extent expressly stated in a separate written agreement signed by S3 Markets.

5. No Professional Advice

All information provided through the Platform or by S3 Markets in connection with the Platform is for informational and operational purposes only. It should not be construed as legal, tax, accounting, financial, investment, environmental, engineering, verification, assurance, standards, regulatory, or professional advice.

You should not take, or refrain from taking, any action based on Platform information without obtaining independent advice from qualified professionals. This includes decisions relating to greenhouse gas accounting, Scope 3 reporting, book-and-claim treatment, sustainability claims, public disclosures, procurement claims, financial accounting, regulatory reporting, tax treatment, contractual obligations, securities laws, commodities laws, consumer protection laws, marketing laws, and other legal or standards-based requirements.

6. Prohibited Activity

You may not use the Platform for any Prohibited Use. Prohibited Uses include, without limitation, using the Platform to:

  • violate any Applicable Law, including sanctions, export control, anti-money laundering, anti-bribery, anti-corruption, anti-terrorist financing, environmental, consumer protection, securities, commodities, tax, privacy, cybersecurity, or data protection laws;
  • provide false, inaccurate, incomplete, fraudulent, or misleading information to S3 Markets, any user, any buyer, any producer, any verifier, any auditor, or any third party;
  • misrepresent the attributes, quantity, ownership, allocation, transferability, retirement status, claim status, standards conformance, emissions impact, lifecycle boundary, chain of custody, vintage, producer, buyer, project, documentation, or permitted use of any EAC;
  • double count, facilitate double counting, or knowingly permit another person to double count any EAC, environmental attribute, emissions reduction, avoided emission, insetting claim, book-and-claim unit, or related benefit;
  • make public, marketing, regulatory, financial, sustainability, or greenhouse gas claims that are false, misleading, unsupported, or inconsistent with applicable documentation, Platform records, transaction documents, or Applicable Law;
  • access or use the Platform from a restricted jurisdiction or on behalf of a sanctioned or restricted person;
  • circumvent Platform access controls, diligence requirements, buyer approval workflows, producer approval workflows, KYC requirements, transfer restrictions, or retirement restrictions;
  • introduce malware, viruses, Trojan horses, logic bombs, backdoors, harmful code, denial-of-service traffic, scraping tools, automated agents, or other harmful materials into the Platform;
  • use bots, crawlers, scrapers, spiders, data mining tools, or other automated methods to access, copy, extract, or reproduce Platform data without S3 Markets’ prior written consent;
  • reverse engineer, disassemble, decompile, or attempt to derive source code, algorithms, smart contract logic, database structure, security architecture, or non-public Platform functionality except to the extent permitted by Applicable Law;
  • interfere with, disrupt, overload, or negatively affect the Platform or any other user’s use of the Platform;
  • infringe, misappropriate, or violate any intellectual property, privacy, publicity, confidentiality, contractual, or other rights of S3 Markets or any third party;
  • impersonate any person or entity, misrepresent your affiliation with any person or entity, or falsely imply S3 Markets’ endorsement; or
  • encourage, assist, or enable any third party to engage in any prohibited activity.

7. EAC Custody, Ownership Records, Buyer Hashes, and Standards Responsibility

7.1 Managed Custody Solution

The Platform uses a Managed Custody Solution for EAC lifecycle management unless S3 Markets expressly enables a different arrangement. Under this model, S3 Markets may control or administer the technical infrastructure used to hold, record, allocate, transfer, or retire EACs on behalf of Platform users. This may include custody vaults, managed wallets, smart contract permissions, administrative controls, Platform databases, and related operational controls.

S3 Markets’ Managed Custody Solution is intended to simplify Platform use, reduce the need for users to manage blockchain private keys, and support controlled issuance, allocation, transfer, and retirement of EACs. You acknowledge that Platform balances and Platform records may be represented by database entries, smart contract records, token balances, cryptographic hashes, metadata, retirement certificates, or other records maintained by S3 Markets or its service providers.

7.2 Your EACs and Platform Balances

Subject to these Terms, applicable transaction documents, payment requirements, transfer restrictions, retirement restrictions, producer requirements, buyer approvals, and Applicable Law, EACs allocated to you through the Platform are intended to be your assets or rights as between you and S3 Markets. S3 Markets’ operation of a Managed Custody Solution does not mean that S3 Markets owns the economic benefit of EACs allocated to you, except to the extent expressly stated in a separate written agreement, transaction record, or Platform rule.

S3 Markets may maintain internal records showing EAC balances, allocations, restrictions, statuses, and lifecycle events associated with you. These records may include free balances, allocated balances, locked balances, reserved balances, pending payment balances, retired balances, expired balances, cancelled balances, or other status categories.

7.3 Buyer Hashes

S3 Markets may use Buyer Hashes to designate, identify, or associate balances, allocations, retirement records, or other Platform activity with you. A Buyer Hash may be displayed publicly or privately depending on the applicable Platform configuration, transaction, privacy setting, and retirement record. Buyer Hashes are designed to support record integrity and privacy while allowing S3 Markets and authorized parties to reconcile Platform activity with the underlying buyer or account.

You are responsible for approving or providing accurate buyer identification information where required. If you ask S3 Markets to use a hash of your actual name, an anonymized name, or another identifier, you acknowledge that each approach involves different privacy, transparency, auditability, and re-identification considerations.

7.4 Transfer Restrictions

EACs may be subject to transfer restrictions, including restrictions based on user role, KYC status, buyer approval, producer approval, transaction purpose, payment status, claim status, retirement status, applicable standards, Applicable Law, or Platform integrity requirements. S3 Markets may refuse, delay, reverse in Platform records, or condition a transfer, allocation, withdrawal, or retirement if S3 Markets reasonably determines that the action may violate these Terms, a transaction document, Applicable Law, Platform rules, producer restrictions, buyer restrictions, sanctions controls, or Platform integrity requirements.

7.5 Retirement and Claims

Retirement of an EAC is intended to record that the applicable EAC has been used, claimed, cancelled, or otherwise removed from further circulation for the applicable purpose reflected in the Platform records. Retirement may be irreversible. You are solely responsible for determining whether retirement of an EAC supports the claim you intend to make and whether that claim is permitted under Applicable Law, applicable standards, voluntary frameworks, customer requirements, contractual obligations, and your internal policies.

S3 Markets may issue retirement certificates, retirement records, public registry entries, hash-based records, or other documentation. These records are intended to support lifecycle tracking and auditability, but they do not constitute legal, accounting, assurance, verification, certification, or standards approval.

7.6 External Withdrawals

S3 Markets may, in its sole discretion and subject to applicable restrictions, allow certain users to request withdrawal or transfer of EACs to an external wallet or third-party custody arrangement. S3 Markets is not obligated to support external withdrawals unless expressly agreed in writing. Any external withdrawal may require additional diligence, technical review, user acknowledgments, payment of fees, and confirmation that the destination address and network are supported.

Once an EAC or tokenized record leaves S3 Markets’ Managed Custody Solution, S3 Markets may no longer be able to recover it, correct errors, enforce transfer restrictions, prevent loss, maintain user-friendly access, or support lifecycle management in the same manner. You assume all risks associated with external withdrawals and external custody arrangements.

7.7 Standards Conformance and Buyer Responsibility

S3 Markets does not guarantee that any EAC issued, allocated, transferred, retired, displayed, or managed through the Platform conforms to, satisfies, or will be accepted under any standards body, accounting framework, voluntary initiative, regulatory program, procurement requirement, corporate target, assurance requirement, reporting protocol, or market requirement. This includes, without limitation, the Science Based Targets initiative (SBTi), the Advanced Indirect Mitigation Platform (AIM), the Greenhouse Gas Protocol (GHGP), the International Organization for Standardization (ISO), any book-and-claim framework, any chain-of-custody standard, any environmental product declaration program, any lifecycle assessment standard, any climate disclosure regime, and any future, amended, successor, or related framework.

S3 Markets may design the Platform to support transparency, auditability, documentation, lifecycle tracking, and alignment with emerging practices, but S3 Markets does not certify standards compliance. Standards, accounting rules, guidance, market practices, regulatory requirements, and buyer expectations may be uncertain, evolving, inconsistent across jurisdictions, or subject to interpretation. The fact that the Platform records an EAC, displays documentation, references a framework, or uses terminology associated with a framework does not mean that the EAC is compliant with, approved by, or accepted under that framework.

You are solely responsible for assessing the quality, sufficiency, validity, conformance, acceptability, and suitability of any EAC before purchasing, accepting, allocating, transferring, retiring, reporting, or making any claim based on that EAC. You are also solely responsible for determining whether the documentation, emissions methodology, lifecycle boundary, baseline, allocation logic, book-and-claim treatment, chain-of-custody treatment, anti-double-counting controls, assurance, verification, retirement certificate, and other information associated with an EAC satisfy your requirements.

S3 Markets does not guarantee that any producer, buyer, verifier, auditor, customer, investor, regulator, standards body, NGO, reporting platform, assurance provider, or other third party will accept, recognize, approve, credit, or validate any EAC or any claim based on any EAC. You assume all risk that an EAC may not satisfy your intended use or may later be treated differently due to changed standards, changed law, changed guidance, new evidence, changed methodology, or third-party disagreement.

8. Proprietary Rights

Subject to these Terms, S3 Markets grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for your internal business purposes and solely in accordance with these Terms and any applicable written agreement with S3 Markets.

You may not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or commercially exploit the Platform except as expressly authorized by S3 Markets; (b) modify, decipher, disassemble, reverse compile, reverse engineer, or attempt to derive source code or underlying ideas or algorithms of the Platform; (c) access the Platform to build a similar or competitive product or service; (d) create derivative works based on the Platform; (e) frame or mirror any part of the Platform without S3 Markets’ prior written consent; (f) systematically download, scrape, or store Platform content to create a database; or (g) copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Platform except as expressly permitted by S3 Markets.

All intellectual property rights in the Platform, Website, software, smart contracts, workflows, user interfaces, documentation, reports, designs, logos, trademarks, service marks, algorithms, metadata schemas, lifecycle logic, and other content are owned by S3 Markets or its licensors. Except for the limited access rights expressly granted in these Terms, no rights, title, or interest are transferred to you. S3 Markets reserves all rights not expressly granted.

If you provide feedback, suggestions, ideas, comments, or recommendations regarding the Platform ("Feedback"), you grant S3 Markets a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to use, copy, modify, distribute, and otherwise exploit that Feedback for any purpose without restriction or compensation to you.

9. Third-Party Services and Links

The Platform may link to or integrate with third-party websites, services, infrastructure providers, cloud providers, blockchain networks, wallet providers, custodians, data providers, verification providers, auditors, standards bodies, documentation platforms, payment providers, or other third parties. S3 Markets does not control and is not responsible for third-party services, content, availability, security, accuracy, acts, omissions, or policies. Your use of third-party services may be subject to separate terms and privacy policies.

10. Modification, Suspension, and Termination

S3 Markets may modify, suspend, disable, or terminate the Platform or your access to the Platform, in whole or in part, at any time and for any reason, with or without notice, subject to any express commitments in a separate written agreement signed by S3 Markets.

Upon termination of your access, your right to access and use the Platform will immediately cease. Termination may not automatically extinguish completed EAC allocations, retirements, or other rights reflected in Platform records, but access to Platform functionality, dashboards, reports, or support may be limited or unavailable. S3 Markets may retain records as required or permitted by Applicable Law, these Terms, the Privacy Policy, and S3 Markets’ recordkeeping policies.

Sections that by their nature should survive termination will survive, including sections addressing fees, proprietary rights, EAC custody and standards responsibility, disclaimers, risks, indemnification, limitation of liability, dispute resolution, governing law, and general provisions.

11. Accuracy of Information

S3 Markets attempts to provide Platform information that is complete, accurate, and current, but Platform information may be inaccurate, incomplete, delayed, unavailable, corrupted, or out of date. Platform data may depend on information provided by producers, buyers, third-party service providers, auditors, verifiers, data providers, blockchain networks, and other sources. S3 Markets does not guarantee the completeness, accuracy, timeliness, or suitability of Platform information unless expressly stated in a separate written agreement signed by S3 Markets.

You are responsible for independently reviewing and verifying all information before relying on it, including EAC quantities, emissions factors, lifecycle boundaries, documentation, prices, status, allocation records, payment status, retirement records, and claim language.

12. Digital Millennium Copyright Notice

S3 Markets respects the intellectual property rights of others and expects users of the Platform to do the same. If you believe that material available through the Platform infringes your copyright, you may send a notice pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c), to S3 Markets’ designated copyright agent with the following information:

· your physical or electronic signature;

· identification of the copyrighted work you claim has been infringed;

· identification of the material you claim is infringing and information sufficient to allow us to locate it;

· your address, telephone number, and email address;

· a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

· a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Designated Agent: DMCA@s3markets.com

S3 Markets, Inc., 249 Third Street, Cambridge, MA 02142

Email: DMCA@s3markets.com

Please note that this procedure is exclusively for notifying S3 Markets of alleged copyright infringement. Allegations that other intellectual property rights are being infringed may also be sent to DMCA@s3markets.com.

13. Assumption of Risks

By accessing or using the Platform, you acknowledge and agree that you understand and assume the following risks:

· EAC markets, book-and-claim systems, Scope 3 accounting practices, standards guidance, and market acceptance criteria are emerging and may change over time;

· an EAC may not be accepted by a standards body, regulator, auditor, customer, investor, procurement counterparty, assurance provider, or other stakeholder for your intended use;

· supporting documentation may be incomplete, inaccurate, delayed, superseded, disputed, or subject to different interpretations;

· greenhouse gas accounting rules, Scope 3 reporting rules, environmental claims rules, consumer protection laws, disclosure requirements, and sustainability standards may change or be interpreted in ways that affect the value or usefulness of EACs;

· producers, buyers, counterparties, verifiers, auditors, documentation providers, or other third parties may provide inaccurate, incomplete, delayed, or misleading information;

· blockchain networks, smart contracts, token standards, custody infrastructure, cryptographic hashes, cloud infrastructure, APIs, databases, and third-party systems may fail, be exploited, be unavailable, or operate unexpectedly;

· on-chain transactions may be irreversible, delayed, rejected, duplicated, or affected by network congestion, bugs, forks, validator behavior, or protocol changes;

· cryptographic techniques may become vulnerable due to advances in computing, implementation errors, key compromise, or other technical developments;

· account credentials, email accounts, devices, or authorized user access may be compromised;

· external wallet withdrawals may result in permanent loss if the destination address, network, wallet, or custody arrangement is incorrect or unsupported;

· Platform information may be inaccurate, incomplete, delayed, or unavailable;

· regulatory inquiries, legal changes, sanctions requirements, or other government actions may affect Platform access, EAC transfers, EAC retirements, reporting, or related transactions;

· Platform access may be interrupted by maintenance, cybersecurity events, cloud outages, blockchain outages, third-party service provider failures, force majeure events, or other causes; and

· EAC transactions, allocations, transfers, and retirements may be final, irreversible, non-refundable, or difficult to correct.

You acknowledge and agree that S3 Markets will have no responsibility or liability for the risks described in this Section except to the extent liability cannot be limited under Applicable Law or is expressly assumed by S3 Markets in a separate written agreement signed by S3 Markets.

14. Personal Data

You consent to S3 Markets accessing, processing, retaining, and using Personal Data and business information you provide in connection with the Platform in accordance with the Privacy Policy and Applicable Law. This may include information used for account administration, KYC, sanctions screening, compliance, buyer identification, Buyer Hash generation, transaction records, Platform security, customer support, reporting, and recordkeeping.

You are responsible for ensuring that you have the right to provide Personal Data and business information to S3 Markets and that your provision of such information complies with Applicable Law. Please review the Privacy Policy for additional information about how S3 Markets processes Personal Data and the rights that may apply.

15. Indemnification

You will defend, indemnify, and hold harmless S3 Markets, its affiliates, and their respective stockholders, directors, officers, employees, agents, representatives, suppliers, service providers, and contractors (collectively, the "Indemnified Parties") from and against any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to:

· your access to or use of the Platform;

· your EAC purchases, allocations, transfers, retirements, claims, disclosures, or reports;

· your violation of these Terms, Applicable Law, or any agreement with S3 Markets;

· information, documentation, data, Feedback, or other materials you provide to S3 Markets or through the Platform;

· your alleged or actual infringement, misappropriation, or violation of any third-party rights;

· your tax, accounting, legal, sustainability, procurement, or reporting treatment of any EAC;

· your use of an external wallet, external custodian, or third-party service; or

· your fraud, willful misconduct, negligence, or unauthorized activity.

S3 Markets may control the defense and settlement of any indemnified matter, and you agree to cooperate with S3 Markets in the defense of such matter. You may not settle any indemnified matter without S3 Markets’ prior written consent if the settlement imposes any obligation on S3 Markets, admits fault by S3 Markets, or affects S3 Markets’ rights.

16. Disclosures and Disclaimers

S3 Markets does not operate a securities exchange, commodities exchange, derivatives exchange, clearinghouse, broker-dealer, investment adviser, commodity trading adviser, bank, trust company, or insurance company. The Platform is intended to provide registry, lifecycle management, documentation, marketplace, and related technology services for EACs and related records.

S3 Markets is not registered with the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, or any financial regulatory authority as a broker-dealer, exchange, investment adviser, commodity trading adviser, futures commission merchant, clearinghouse, or similar entity. No financial regulatory authority has reviewed or approved the Platform, any EAC, or any claim based on any EAC.

The regulatory treatment of digital assets, tokenized records, EACs, book-and-claim instruments, environmental attributes, carbon-related instruments, Scope 3 claims, and related markets is uncertain and may vary by jurisdiction. S3 Markets makes no representation that any EAC or Platform functionality is lawful, permitted, suitable, or recognized in your jurisdiction or for your intended use.

The Platform, Website, EAC records, data, reports, software, smart contracts, documentation, and related services are provided on an "as is" and "as available" basis. To the maximum extent permitted by Applicable Law, S3 Markets and its suppliers disclaim all warranties and conditions of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, non-infringement, availability, security, reliability, and suitability.

S3 Markets does not warrant that the Platform will meet your requirements, that the Platform will be uninterrupted, timely, secure, error-free, accurate, reliable, complete, legal, or safe, that defects will be corrected, or that the Platform will be free of viruses or other harmful code.

S3 Markets does not guarantee the existence, quality, validity, enforceability, market value, regulatory treatment, standards conformance, environmental impact, emissions reduction, avoided emissions, insetting treatment, Scope 3 treatment, accounting treatment, tax treatment, transferability, retirement effect, or claim value of any EAC.

S3 Markets does not endorse, guarantee, or assume responsibility for any producer, buyer, channel partner, verifier, auditor, consultant, standards body, third-party service provider, or other user. You agree that S3 Markets will not be liable for losses arising from your interactions or transactions with third parties except to the extent expressly stated in a separate written agreement signed by S3 Markets.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL S3 MARKETS OR ITS AFFILIATES, SUPPLIERS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, LOSS OF USE, BUSINESS INTERRUPTION, REPUTATIONAL HARM, COST OF SUBSTITUTE SERVICES, OR LOSS OF EAC VALUE, ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, ANY EAC, ANY CLAIM, OR ANY TRANSACTION, EVEN IF S3 MARKETS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, S3 MARKETS’ TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, ANY EAC, ANY CLAIM, OR ANY TRANSACTION WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID DIRECTLY TO S3 MARKETS FOR PLATFORM SERVICES GIVING RISE TO THE CLAIM DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) FIFTY U.S. DOLLARS (US $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you. In those jurisdictions, S3 Markets’ liability will be limited to the maximum extent permitted by Applicable Law.

18. Dispute Resolution and Arbitration

18.1 Applicability

Please read this Section carefully. It affects your rights. Except for claims that may be brought in small claims court and claims for injunctive or equitable relief as described below, all disputes, claims, or controversies arising out of or relating to these Terms, the Platform, any EAC, or any transaction will be resolved by binding arbitration on an individual basis.

18.2 Arbitration Rules

Arbitration will be administered by the American Arbitration Association ("AAA") under its applicable Commercial Arbitration Rules or Consumer Arbitration Rules, as applicable, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The arbitration will be conducted in English.

18.3 Location and Procedure

Unless the parties agree otherwise, the arbitration will take place in Delaware or by video conference, as determined by the arbitrator. The arbitrator may award any relief available in court on an individual basis, subject to the limitations in these Terms. Judgment on the award may be entered in any court of competent jurisdiction.

18.4 Class Action and Jury Trial Waiver

YOU AND S3 MARKETS WAIVE ANY RIGHT TO A JURY TRIAL. YOU AND S3 MARKETS ALSO AGREE THAT ALL CLAIMS MUST BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE USER MAY NOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH CLAIMS OF ANY OTHER USER.

18.5 Claims Not Subject to Arbitration

Claims for defamation, violation of the Computer Fraud and Abuse Act, infringement or misappropriation of intellectual property rights, unauthorized use of the Platform, or requests for injunctive or equitable relief may be brought in a court of competent jurisdiction without first engaging in arbitration.

19. Governing Law and Venue

These Terms and any dispute arising out of or relating to these Terms, the Platform, any EAC, or any transaction will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles that would cause the application of the laws of another jurisdiction.

For any dispute not subject to arbitration, you and S3 Markets consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, except that S3 Markets may bring claims for injunctive or equitable relief, intellectual property infringement, Platform misuse, or unauthorized access in any court of competent jurisdiction.

20. General Information

S3 Markets may revise these Terms from time to time. If S3 Markets makes material changes, S3 Markets may notify you by email, Platform notice, Website posting, or another reasonable method. Changes will be effective when posted or as otherwise stated in the notice. Your continued use of the Platform after changes become effective means you accept the revised Terms.

You consent to receive communications, agreements, documents, receipts, notices, and disclosures electronically in connection with these Terms and the Platform. S3 Markets may provide electronic communications by posting them on the Website or Platform, emailing them to an address you provide, or using another reasonable electronic method.

You may contact S3 Markets with questions, complaints, or claims concerning the Platform at help@s3markets.com.

S3 Markets will not be responsible for any failure or delay in performance, or any loss or damage, due to circumstances or events beyond its reasonable control, including natural disasters, weather, war, terrorism, civil unrest, labor disputes, government actions, power failures, communications failures, internet outages, cloud provider outages, blockchain network outages, cybersecurity events, epidemics, pandemics, equipment failures, or software malfunctions.

You may not assign or transfer your rights or obligations under these Terms without S3 Markets’ prior written consent. S3 Markets may assign or transfer these Terms, in whole or in part, without notice or consent, including in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or by operation of law.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

S3 Markets’ failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of S3 Markets.

Headings are for convenience only and do not affect interpretation. The words "including" and "include" mean "including without limitation."

These Terms, together with the Privacy Policy and any other written agreement that expressly incorporates these Terms, constitute the entire agreement between you and S3 Markets regarding the Platform and supersede all prior and contemporaneous understandings regarding the Platform.

Except for the Indemnified Parties, there are no third-party beneficiaries to these Terms.

Copyright © 2026 S3 Markets, Inc. All rights reserved. All trademarks, logos, and service marks displayed on the Website or Platform are the property of S3 Markets or their respective owners. You may not use any marks without the prior written consent of S3 Markets or the applicable owner.

For any questions, comments, or feedback, you may contact S3 Markets via email at help@s3markets.com.