METI Terms of Use

V1.0 July 2, 2024

1. Introduction

Welcome to MillPont Environmental Trust Infrastructure ("METI"), operated and administered by MillPont, Inc. ("Administrator"). These Terms of Use ("Terms") govern your use of METI and its affiliated products and services, which include the administration and issuance of Spatiotemporal Claim Identifier ("SCIDs") certificates, as well as the management and distribution of Environmental Attribute Certificates ("EACs") (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms.

2. Definitions

  • Spatiotemporal Claim Identifiers ("SCIDs"): Unique 24-character identifiers embedded in digital certificates for sustainable projects. SCIDs integrate geospatial, temporal, and environmental attribute data to establish a secure and verifiable provenance for claims related to environmental assets. They work in tandem with Environmental Attribute Certificates (EACs) to ensure robust data integrity, traceability and chain of custody. SCIDs and their associated metadata are securely stored using cryptographic hash functions, generating unique yet comparable cryptographic fingerprints of claims. This facilitates easy machine reading and comparison across various user operations, interfaces, platforms, and workflows, thereby enhancing the efficiency and reliability of underwriting, verification, trading, settlement, and clearing of environmental assets.

  • Environmental Attribute Certificates ("EACs"): EACs represent an intangible property right to a defined environmental asset and its affiliated benefits. EACs provide a secure, traceable, and standardized means of transferring the rights and information related to various environmental assets—such as carbon credits, Scope 3 claims, and low-carbon commodities— and their affiliated benefits, across different platforms and between parties.

  • Custodian: An individual, entity, or organization responsible for the custody, ownership, management, and or administrative authority of one or more SCIDs and EACs. The Custodian ensures proper management, issuance, and distribution of these identifiers and certificates, typically acting as a project developer, program administrator, marketplace, or carbon management platform with legal rights to administer this data.

  • Beneficiary: An individual, entity, or organization that receives the intangible property rights ("Beneficial Ownership Rights") and the quantified environmental benefits conferred via Environmental Attribute Certificates (EACs). Beneficiaries can include, but are not limited to, stakeholders such as investors, public entities, private organizations, NGOs, or other parties entitled to the benefits generated by sustainable practices and interventions documented, registered, and transferred through the METI system.

  • Beneficial Ownership Rights: The rights associated with any EAC (as defined above), including any contractual or other right (i) to the value or benefit of such EAC or the environmental attributes represented thereby. These rights are typically held by Beneficiaries and can be transferred or assigned as allowed according to the facilities governing the environmental assets embedded in the EACs.

  • Services: METI provides (i) SCID Certification services for environmental assets, ensuring verifiable provenance of claims, chain of custody, and data integrity. And (ii) EAC Distribution services related to the creation and distribution of EACs for environmental assets.

  • Regulated Entity: Any of the following: (i) Any Bank; (ii) Any broker or dealer that (a) is registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; and (b) is a member of all requisite self-regulatory organizations; (iii) Any member of the National Futures Association that is registered under the Commodity Exchange Act, as amended, as a futures commission merchant, introducing broker, commodity pool operator, commodity trading advisor or floor broker; (iv) (a) any investment company registered under the Investment Company Act of 1940, as amended; (b) any investment adviser registered under the Investment Advisers Act of 1940, as amended; or (c) any fund that has assets under management with an aggregate market value of no less than $100 million and that is advised or managed by an investment adviser registered under the Investment Advisers Act of 1940, as amended; (v) Any “business development company” as defined in (a) Section 2(a)(13) of the Investment Company Act of 1940, as amended, or (b) Section 202(a)(22) of the Investment Advisers Act of 1940, as amended; (vi) (a) any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; (b) any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974, as amended; or (c) any trust fund whose trustee is a Bank and whose participants are exclusively plans of the types identified in the above clause (a) or (b), except trust funds that include as participants individual retirement accounts or H.R. 10 plans.

3. Acceptance of Terms

The use by you and your Users (as defined below) of the Services and the Services' website located online at www.millpont.com (or such other website as Administrator may notify you is the location of the Services) (the “Services Site”) is subject to these Terms, which constitute a binding contract between you (“User” or "Account Holder") and MillPont as the administrator and owner of the Services (User and MillPont are individually referred to herein as a “Party,” and collectively referred to herein as “the Parties”). BY USING OR ACCESSING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE AS MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS HEREOF, AND YOU AGREE TO TAKE AFFIRMATIVE RESPONSIBILITY FOR THE COMPLIANCE OF YOUR USERS WITH THESE TERMS OF USE.

You can review the current version of the Terms of Use at any time on the Services Site. CONTINUED USE AND ACCESS OF THE SERVICES BY YOU AND/OR YOUR USERS AFTER MODIFICATION OF THE TERMS OF USE SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THE MODIFIED TERMS OF USE, AND YOUR AGREEMENT TO TAKE AFFIRMATIVE RESPONSIBILITY FOR THE COMPLIANCE OF YOUR USERS WITH THE MODIFIED TERMS OF USE.

In addition, when using the Services, you shall be subject to any rules, guidelines, and/or operating procedures, including but not limited to the applicable fee schedule, rulebook(s), and/or operating procedures, each as modified or restated from time to time (collectively, the “Operative Documents”) applicable to such use which may be posted on the Services Site from time to time. All such Operative Documents are incorporated by reference into these Terms of Use. If you do not agree to these Terms of Use, you and your Users may not access or otherwise use the Services.

4. Description of Services

  1. Services Overview: METI provides digital infrastructure for the administration of environmental market support services tied to Spatiotemporal Claim Identifiers (SCIDs) and Environmental Attribute Certificates (EACs). Upon acceptance of registration by the Administrator, the Account Holder will have an Account in METI where they can request and hold SCIDs, and or, transfer, distribute, receive and retire EACs. Account Holders can import SCIDs and EACs from, and export them to, other public or private registries not managed by Administrator. The data comprising METI includes, but is not limited to:

    • Information from sustainable projects, provided to the Administrator by qualified Custodians or self-reported, as detailed in the METI Originate Fact Sheet.

    • Static information provided by Account Holders, their Users, or other participants in METI, such as project type, geographic location, time, and environmental benefits.

  2. Data Assembly: METI is an assembly of data regarding environmental projects and their attributed benefits, serving informational purposes only. Any issues or disputes arising between the Account Holder, other METI participants, and third parties from the use of METI or its data (including disputes about the validity of project data, the purchase and sale of EACs, or ownership rights to an EAC's affiliated benefits) must be resolved between the involved parties. The Administrator’s role in resolving these issues is covered by the liability limitation and indemnification provisions of Sections 14 and 15 of these Terms. The Administrator reserves the right to handle disputed SCIDs and EACS by interpleader or other suitable actions and may deposit disputed SCIDs or EACs with the relevant court or arbitral panel.

  3. Import and Export of Certificates: Account Holders can import and export EACs to and from other digital ecosystems. The Administrator may need to receive or transmit EACs or their equivalents on behalf of the Account Holder for such transfers. The Account Holder’s instruction to the Administrator to facilitate such imports or exports constitutes authorization for the Administrator to act accordingly. The Administrator’s role in these exchanges is covered by the liability limitation and indemnification provisions of Sections 14 and 15 of these Terms.

  4. Modification of Service: The Administrator reserves the right to modify, augment, segment, reformat, reconfigure, or otherwise alter the content or methods of transmission of METI, the Operative Documents, or these Terms of Use at any time. The Administrator will report any non-compliance with Operative Documents that may have a material adverse effect on METI within thirty (30) days of occurrence. Account Holders will be given at least seven (7) days’ prior notice of significant changes to METI or these Terms, which will be effective as stated in the notice, communicated via posting on the Service Site or through electronic or conventional mail. Other changes will take effect upon posting on the Service Site. Continued use of METI by the Account Holder after changes take effect will constitute acceptance of those changes.

5. Authorized User

  1. The rights and responsibilities outlined in these Terms apply to you, the Account Holder, and your successors and authorized assigns. You must ensure that your owners, trustees, partners, members, officers, directors, employees, and agents who access the Services (collectively, the “Representatives” or “Users”) comply with these Terms and any related guidelines.

  2. If you wish to hire or contract a third-party agent to access the Services on your behalf, you are required to complete and submit a Declaration of Agency form to the METI Administrator. This form will be made available on the Services Site or provided upon request. Please note that only one entity may access an Account at a time. If you grant access to an agent, you will not be able to access the Account yourself unless you revoke the agent's Declaration of Agency.

  3. The rights and licenses provided under these Terms are for your benefit and are to be used only by you and your Representatives in connection with your use of the Services. You may not transfer or sublicense your rights, licenses, or Account, or any portion thereof, to any third party, except as specified in this section.

  4. Account Holder agrees to comply with all applicable laws, regulations or other legally enforceable requirements, including without limitation applicable provisions of the USA PATRIOT Act and the regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury.

6. Data Ownership and Confidentiality

  1. Account Holder acknowledges that (i) Confidential Information (as defined in Section 6.5) is and shall remain the exclusive property of the party who submitted it or on whose behalf it was submitted, and (ii) Administrator is and shall remain the sole owner of all data comprising METI, including the METI operating system and any components, modifications, adaptations, and copies thereof. All software used in providing, accessing (other than commercially available third-party internet browsers), or using the Services (“Software”) is proprietary software of Administrator. Account Holder shall not obtain, have, or retain any right, title, or interest in or to the METI Services, the Software, or any part thereof. The rights granted to Account Holder are solely defined by these Terms of Use and the Operative Documents.

  2. The data transmitted by METI is derived from proprietary and public third-party sources, including data from other participants in the Services. Account Holder will not use METI for any unlawful purpose and will prevent unauthorized use or copying of the Services and related materials by Representatives.

  3. Administrator grants Account Holder non-exclusive permission to access, retrieve, and download data from METI subject to these Terms of Use and the Operative Documents. This access is effective only after the Account Holder has: (i) accepted these Terms of Use on the Services Site, (ii) paid all applicable fees, and (iii) completed and submitted the online registration, which must be accepted by Administrator. Account Holder must take appropriate steps to protect access, use, and security of METI and user access information.

  4. METI, including the selection, arrangement, and compilation of data, may include confidential, market-sensitive, and trade secret information of the Account Holder and other participants. Administrator agrees to (i) use and maintain information provided by Account Holder in accordance with METI’s Data Privacy Policy, and (ii) not use or disclose Confidential Information except as authorized by Account Holder or these Terms of Use. Account Holder agrees not to use or disclose information contained in the METI, including other participants' Confidential Information, except as authorized by the Operative Documents and these Terms of Use. Confidentiality obligations survive the termination of these Terms for as long as the information remains Confidential Information.

  5. Confidential Information includes: (i) Source data, including Account Holder data, related to SCIDs and EACs; (ii) The total number of SCIDs and EACs in the Account Holder’s Account and sub-accounts; (iii) The amount, timing, and counterparty identities of EAC transfers; (iv). Communications between Account Holder and Administrators regarding METI containing any of the aforementioned information.

  6. Confidential Information does not include information that: (i) was publicly known prior to disclosure, (ii) becomes publicly known without fault of the Receiving Party, (iii) is received from a third party with the right to disclose it, (iv) is independently developed without access to the Confidential Information, (v) is common technical information, (vi) must be disclosed by law, (vii) is already known to the Receiving Party, or (viii) is otherwise permitted to be disclosed under the Operating Procedures.

  7. Confidential Information may be aggregated with other information in METI and included in public reports, provided it is sufficiently aggregated to prevent identification and misuses of the Confidential Information of a particular Account Holder or group of Account Holders.

  8. Confidential Information is the sole property of the participant who provided it and shall only be used for purposes set forth in the Operative Documents and these Terms of Use.

  9. If Account Holder accesses data in the Services that: (i) is not provided or owned by the Account Holder, (ii) is not part of a public Services report, and (iii) Account Holder is not authorized to use, then Account Holder shall: (a) immediately notify Administrator of the access, and (b) not disclose, disseminate, copy, or use such information.

7. Certificate Ownership and Third Parties

  1. General Prohibition of Third Party Ownership. Except as otherwise permitted under Sections 6.2 and 6.3 below. (i) Account Holder will only request SCIDs, issue and transfer EACs for which it is the sole holder of all legal title and all Beneficial Ownership Rights, and (ii) Account Holder may not hold any Accounts, or hold, transfer or manage in its Accounts, any SCIDs and EACs on behalf of one or more third parties.

  2. Aggregator Exception. Account Holder may administer METI Services on behalf of one or more third parties, provided that: (i) Each third party has authorized the Account Holder in writing to manage the legal title to all Beneficial Ownership Rights in any SCID and or EAC on their behalf. The Account Holder may hold or share legal title or Beneficial Ownership Rights in the SCID or EAC only if explicitly authorized by the third party. And (ii) Account Holder maintains an identification program that contains reasonable procedures to verify the identity of any third party individual or organization on whose behalf Account Holder is administering METI Services and maintains records of the information used to verify such identity, which records will be made available to Administrator upon request.

  3. Optional Omnibus Account. Account Holder may administer METI Services on behalf of one or more third parties, provided that: (i) Account Holder is a Regulated Person and has provided Administrator a signed Regulated Person Attestation, available at the Services Site; provided, however, that Administrator may, in its sole discretion, waive the requirements set forth in this paragraph with respect to Account Holder by providing Account Holder with written notice of such waiver; (ii) All legal title and Beneficial Ownership Rights in any Certificate held by the Account Holder must be held by the third parties who authorize the Account Holder in writing to administer METI Services on their behalf and share any related data with the Administrator. The Account Holder may also hold or share some ownership rights with the Certificate Owner if applicable. And (iii) Account Holder maintains an identification program that contains reasonable procedures to verify the identity of any third party individual or organization on whose behalf Account Holder is administrating METI Services, and maintains records of the information used to verify such identity, which records will be made available to Administrator upon request.

8. Fees

Fees for Services, including SCID Certification and EAC Distribution, are outlined in the Fee Schedule available on the Services Site. Administrator may, upon thirty (30) days’ notice to Account Holder and in its sole discretion, increase or decrease any or all of the Fees at any time. All fees are non-refundable unless otherwise stated.

9. Payments and Taxes

Invoices for Fees will be sent electronically and posted on a secure page on the METI Site. The Account Holder shall pay any Fees via ACH or wire transfer of immediately available funds in U.S. dollars to the account specified by the Administrator, no later than thirty (30) days from the invoice date (the “Due Date”). All Fees are non-refundable. The Account Holder is responsible for paying all wire transfer fees, sales, use, value-added taxes, and other consumption taxes, personal property taxes, and other charges imposed by any governmental entity (excluding taxes based on the Administrator’s net income) related to the use of METI, unless the Account Holder provides satisfactory proof of exemption. Taxes, if any, are not included in the Fees and will be added to the Account Holder’s invoices if the Administrator is required to pay them.

10. Late Payments

If the Account Holder fails to pay any Fees, Taxes, or other charges by the Due Date, the Account Holder will be responsible for paying interest at a rate of 1½% per month, or the highest rate permitted by applicable law, whichever is lower. Additionally, the Account Holder will be responsible for any costs or expenses incurred by the Administrator in collecting overdue amounts. Acceptance of any interest, cost, or expense payments does not constitute a waiver of the Account Holder’s default or prevent the Administrator from exercising other rights or remedies.

11. Term and Termination

  1. Term: These Terms become effective when the Account Holder accepts them on the Service Site and remain in effect until either the Administrator or the Account Holder terminates access to METI.

  2. Termination by Administrator: The Administrator may: (i) Reject the Account Holder’s registration and terminate access immediately before accepting the registration; (ii) Terminate access with five (5) days’ notice if the Account Holder is in default, with immediate termination in the event of certain defaults. (iii) Terminate access with at least sixty (60) days’ notice for any reason. The Account Holder must pay any Fees due at the time of termination.

  3. Termination by Account Holder: The Account Holder can terminate use of METI with at least sixty (60) days’ notice. The obligation to pay any Fees due at termination survives such termination.

  4. Termination Required by Law: If required by law or by an order of a court or governmental agency, either party must terminate access to METI. Sixty (60) days’ notice should be given unless a shorter notice period is required.

  5. Effect of Termination: Upon termination, (i) the Terms of Sections 6, 8, 10, 11, 12, 13, 14, 15, `17, 18, 20, and other provisions meant to survive termination or expiration of these Terms, shall survive termination of these Terms of Use. And (ii) Certain sections of the Terms will Certificates in the Account Holder’s Accounts will be forfeited upon termination. Before termination, the Account Holder can retire or transfer SCIDs and EACs to another participant, consistent with the Terms.

  6. Reinstatement. The Administrator may reinstate access at its discretion if the Account Holder resolves the default and pays all due Fees. A reinstatement fee equal to the Fees due during the termination period must be paid. If directed by a dispute resolution outcome, the Administrator will reinstate access, with any reinstatement fee determined by the resolution.

12. Default and Remedies

Default: The occurrence of any of the following shall be considered a “Default”:

  1. The Account Holder fails to abide by the Terms or perform any duties or obligations under these Terms, not cured within five (5) days after notice specifying the default.

  2. The Account Holder fails to pay any Fees, Taxes, or other charges due within five (5) days of their Due Date.

  3. The Account Holder or its Representatives tamper with, damage, or destroy METI or any data of other participants.

  4. The Account Holder uses METI in a manner that violates any applicable law.

  5. The Account Holder's assets are attached or levied under execution, a petition in bankruptcy is filed, the Account Holder becomes insolvent, or similar financial distress occurs.

  6. The Account Holder falsifies or misrepresents any data or information provided to METI.

  7. The Account Holder makes false representations in these Terms.

  8. The Account Holder violates confidentiality obligations.

  9. The Account Holder receives notice of a violation of any material term or condition of the Terms three (3) or more times in any twelve (12) month period.

Remedies: Upon the occurrence of any Default, the Administrator shall have the following rights and remedies, in addition to those stated elsewhere and those allowed by law or in equity, any one or more of which may be exercised without further notice:

  1. Injunctive relief to prevent further breaches.

  2. Obligation for the Account Holder to pay all monies due, including attorney's fees incurred to enforce rights.

  3. Notification to Beneficiaries of erroneous SCIDs and EACs, suspension of the Account, administrative fines, and or prohibition of participation in METI.

Non-waiver of Defaults: Failure or delay of the Administrator in exercising any rights or remedies shall not constitute a waiver thereof or affect the right to enforce such right or remedy. No waiver of any Default shall be deemed a waiver of any other Default.

13. Intellectual Property

The METI name, brand, and all content and software related to METI are protected by copyright and other intellectual property laws. Unauthorized use may violate these laws. Except as expressly provided, the Administrator and its affiliates do not grant any rights or licenses under any patents, copyrights, trademarks, or trade secrets. The Account Holder may not copy, distribute, modify, publish, sell, transfer, license, transmit, display, or create derivative works of any intellectual property or information related to METI without express permission.

14. Representations and Warranties

  1. Legal Authority: The Account Holder represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation or incorporation. The Account Holder further represents that it has the legal capacity to enter into and perform its obligations under these Terms and that such obligations do not violate or conflict with any laws, regulations, or contractual agreements to which the Account Holder is subject.

  2. Compliance and Authority: The Account Holder represents and warrants that it has obtained all necessary approvals, consents, licenses, and authorizations required to enter into these Terms and to perform its obligations hereunder. The Account Holder further warrants that its execution, delivery, and performance of these Terms have been duly authorized by all necessary corporate or organizational action and that it will comply with all applicable laws, regulations, and policies in connection with its use of METI.

  3. Authorized Signatory: The Account Holder represents and warrants that the individual executing these Terms on its behalf has been duly authorized to do so, and that the execution and delivery of these Terms will create legal, valid, and binding obligations enforceable against the Account Holder in accordance with their terms.

  4. Use of METI: The Account Holder represents and warrants that it will use METI solely for legitimate and lawful purposes as set forth in these Terms. The Account Holder agrees to use METI in a manner consistent with all applicable laws, regulations, and policies and not to engage in any activity that would harm or interfere with the functionality or security of METI.

  5. Accurate Information: The Account Holder represents and warrants that all data and information provided to the Administrator or entered into METI by the Account Holder or its Representatives are accurate, complete, and truthful. The Account Holder agrees to promptly update any such data or information to ensure its continued accuracy and completeness.

  6. No Conflict: The Account Holder represents and warrants that entering into and performing its obligations under these Terms do not and will not conflict with or result in a breach of any terms, conditions, or provisions of any other agreement to which the Account Holder is a party.

  7. Ownership of Data: The Account Holder represents and warrants that it has the right to provide all data and information submitted to METI and that such submission does not violate the rights of any third party.

  8. No Infringement: The Account Holder represents and warrants that its use of METI and the data and information provided therein do not infringe on any intellectual property rights, privacy rights, or other legal rights of any third party.

  9. Financial Stability: The Account Holder represents and warrants that it is financially solvent and capable of meeting its obligations under these Terms, including but not limited to the payment of any Fees and Taxes.

  10. Compliance with Terms: The Account Holder represents and warrants that it has read, understood, and agrees to be bound by these Terms and any Operative Documents referenced herein. The Account Holder agrees to comply with these Terms at all times during its use of METI.

These representations and warranties are continuous throughout the duration of the Account Holder's use of METI and shall be deemed to be reaffirmed each time the Account Holder accesses or uses METI. The Account Holder agrees to notify the Administrator immediately if any representation or warranty is or becomes untrue or misleading.

15. Disclaimer of Warranties

  1. Data and Information: The data contained in METI has been gathered by the Administrator from sources believed to be reliable, including but not limited to METI participants, Account Holders, and Account Holders’ Representatives. The Administrator does not warrant that the information in METI is correct, complete, current, or accurate, nor does the Administrator warrant that the software will be error-free or bug-free.

  2. "As Is" Provision: METI is provided “as is,” and the Administrator makes no representations or warranties, express or implied, with respect to these Terms, the Operative Documents, or the adequacy or performance of METI. The Administrator hereby disclaims, to the extent permitted by law, any such warranties, including but not limited to warranties of merchantability, non-infringement, title, or fitness for a particular purpose, or any implied warranties arising from any course of dealing, usage, or trade practice. The Administrator does not warrant that the services provided hereunder shall be uninterrupted, error-free, or completely secure, or that the provision of such services shall always be executed without errors or omissions.

  3. Acts or Omissions of Participants: The Administrator shall not be responsible for the acts or omissions of any METI participant or any other party who inputs data into METI or from whom data is obtained for inclusion in METI.

  4. Responsibility for Network Security: The Account Holder is solely responsible for the protection, security, and management of its computer network usage and security. The Administrator shall not compensate the Account Holder for damages incurred due to violations of the security of the Account Holder’s computer network, nor shall the Account Holder make deductions or set-offs of any kind for Fees resulting therefrom.

16. Limitation of Liabilities

  1. Responsibility and Risk: The Account Holder assumes full responsibility and risk of loss resulting from its use of METI and the METI Site.

  2. Limitation of Liability: The Administrator’s sole liability for METI, service disruption, performance or nonperformance by the Administrator, or in any way related to these Terms, regardless of whether the claim for damages is based in contract, tort, strict liability, or otherwise, is limited, to the extent permitted by law, to an aggregate amount equal to the greater of (i) the Fees paid by the Account Holder hereunder during the calendar year immediately preceding the date any such claim is made by the Account Holder and (ii) the Fees paid by the Account Holder hereunder during the calendar year in which any such claim is made by the Account Holder.

  3. Exclusion of Damages: The Administrator shall not be liable for consequential, incidental, special, exemplary, or other indirect damages regardless of cause, nor for economic loss, loss of use, loss of data, loss of business, personal injuries, or property damages sustained by the Account Holder or any third parties, even if the Administrator has been advised by the Account Holder or any third party of such damages.

  4. Disclaimer of Liability: The Administrator disclaims any liability for errors, omissions, or other inaccuracies in any part of METI, or the reports, certificates, or other information compiled or produced by and from or input into METI.

  5. Release of Liability: To the maximum extent permitted by law, the Account Holder hereby releases and protects the Administrator, any subsidiaries or other corporate affiliates thereof, their successors and assigns, agents, contractors, service providers, and vendors from any and all liability with respect to any damages or injuries incurred by the Account Holder as it relates to METI.

17. Logins, Passwords, and IDs

The Account Holder is responsible for the security of its logins, passwords, and IDs issued for accessing METI. Any unauthorized use must be reported to the Administrator immediately.

18. Indemnification

The Account Holder agrees to defend, indemnify, and hold harmless the Administrator and its affiliates against any claims, losses, damages, costs, and expenses arising from the Account Holder’s use of METI, violation of the Terms, or any third-party claims related to the Account Holder’s actions. This includes, but is not limited to, inaccuracies, errors, interruptions, or delays in data or services, and any judgments, decisions, acts, or omissions based on METI data or services.

19. Force Majeure

No Party shall be deemed to have breached any provision of these Terms as a result of any delay, failure in performance, or interruption of service resulting from events beyond their reasonable control, including acts of God, network failures, civil disturbances, wars, terrorism, fires, floods, strikes, and other similar events.

20. Notices

All notices must be in writing and delivered in person, by email, or by first-class, registered, or certified mail. Notices to the Administrator should be sent to the provided address. Notices to the Account Holder will be sent to the address provided at registration.

If to Administrator:

MillPont, Inc.

666 Grand Ave, Ste 2000

Des Moines, Iowa 50309

Attn: METI Administrator

info@millpont.com

21. Governing Law and Dispute Resolution

  1. Governing Law: These Terms of Use shall be governed exclusively by the laws of the State of Iowa without regard to its rules on conflicts of laws to the extent they would require the application of the laws or procedures of a different jurisdiction.

  2. Initial Dispute Resolution: The Parties shall first attempt in good faith to settle any controversy or claim arising out of or relating to these Terms of Use, the breach thereof, or the use of METI (any such claim, a “Dispute”), by direct negotiation between the principals or a designee of the principals of each Party. Direct negotiation shall commence upon the delivery of notice by a Party of a Dispute. Direct negotiation shall conclude on or before the forty-fifth (45th) day following delivery of notice of the Dispute.

  3. Arbitration: Any Dispute that has not been resolved by direct negotiation shall be finally resolved by arbitration administered by the American Arbitration Association (“AAA”). Disputes of one hundred thousand dollars ($100,000.00) or less shall be heard under the AAA Expedited Commercial Rules and Procedures (“Expedited Rules”) then in effect. Disputes that exceed one hundred thousand dollars ($100,000.00) shall be heard under the Commercial Arbitration Rules and Supplementary Procedures for Online Arbitration (“Commercial Rules”) then in effect.

  4. Selection of Arbitrators: (i) For Disputes pursuant to the Expedited Rules, the AAA shall appoint an arbitrator with commercial experience with contracts and/or commodities. (ii) For Disputes pursuant to the Commercial Rules, the AAA shall deliver to the Parties a list of arbitrators with commercial experience with contracts and/or commodities, including diverse persons from the AAA roster. The Parties will strike and rank the arbitrators contained on the list until they arrive at three (3) arbitrators to hear the Dispute. If the Parties cannot agree on at least one (1) or more arbitrators from the ranked list, each Party shall select one Party-appointed arbitrator from the list provided by the AAA. The Party-appointed arbitrators shall then select the third (3rd) arbitrator, who shall serve as chair of the tribunal, from a list provided by the AAA containing the names of arbitrators who meet the criteria set forth above.

  5. Arbitration Procedures: (i)Limited disclosures shall be as agreed to by the Parties or, if there is no agreement, as ordered by the arbitrators after due consideration of each Party’s position at the initial preliminary hearing. (ii) The arbitrators shall have no authority to award punitive damages or any other damages not measured by a prevailing Party’s actual damages, and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of these Terms of Use. (iii) A standard award shall be prepared by the arbitrators unless the Parties agree otherwise in a written amendment. The award may be confirmed in a state or federal court within Polk County, Iowa (which proceeding shall be filed under seal). The arbitration and resulting award shall be deemed confidential by the Parties, their representatives, the arbitrators, and the AAA.

  6. Costs and Fees: (i) The Party filing a demand for arbitration with the AAA regarding the Dispute shall be responsible for the AAA case administration fees. (ii) Each Party shall be responsible for one-half of the arbitrators’ fees. Other than the arbitrators’ fees, each Party is responsible for its own costs associated with the resolution of a Dispute, including but not limited to AAA or court filing fees, attorneys’ fees, and other costs incurred in prosecuting or defending a Dispute.

22. Entire Agreement

These Terms, along with any applicable Operative Documents, constitute the entire agreement between the Parties regarding the subject matter and supersede any prior agreements.

23. Contact Information

For any questions about these Terms, please contact us at:

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