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These CAPTURIANT MARKETPLACE RULES (the “Marketplace Rules”) set out the rules and requirements for eligible Users to (a) purchase, sell, aggregate, or otherwise transfer (b) retire, (c) market, and (d) own and Control the Assets on the Capturiant Platform or to facilitate the finance of Projects. The Capturiant Website and the Capturiant Registry are collectively referred to as the “Capturiant Platform.” These Marketplace Rules form a part of and are subject to the Capturiant Terms of Service.
1.1 Overview of the Capturiant Platform
The Capturiant Platform incorporates these Marketplace Rules, which establish the requirements for Users to:
1.2 Definitions
For definitions applicable to the Marketplace Rules, please see Schedule 1 attached hereto and Schedule 1 attached to the Capturiant Terms of Service. Any capitalized terms that are used but not defined in these Marketplace Rules shall have the meanings given to them in the Capturiant Terms of Service.
1.3 Capturiant Marketplace Rules Forms
The following forms can be used by Users engaging in the Trading of Assets:
1.4 Language
The operating language of the Capturiant Platform is English. The Capturiant Platform documents may be translated into other languages to facilitate local use. However, the English versions of Capturiant Platform documents, and the interpretation of same, shall take precedence over any other language translations.
2.1 Scope
The Marketplace Rules provide the standard and framework for Users to (a) purchase, sell, aggregate, or otherwise transfer (b) retire, (c) market, and (d) own and Control the Assets on the Capturiant Platform. The scope of the Marketplace Rules covers all activities related to the retirement, transfer, delivery, Control, and expiration of Assets. The scope does not include carbon footprint assessments or carbon neutrality claims.
2.2 Terms of Service
Each User who participates in the Trading of Assets does so on a voluntary basis; however, by accepting the Terms of Service, each User, for itself, its affiliates, and all of its partners in the Project, agrees to be bound by these Marketplace Rules.
2.3 Marketplace Rules Components
The Marketplace Rules for the Capturiant Platform are set out in the following sections:
2.4 Roles and Responsibilities
2.4.1 Project Developers
The Project Developer is the Person with overall control and responsibility for the Project and who has enrolled as a User on the Capturiant Platform. Assets are minted and assigned to the User Account of the Project Developer in accordance with the Capturiant Program Requirements.
2.4.2 Buyer
The Buyer of the Asset is an individual or organization that takes Beneficial Ownership of the Asset in an over-the-counter (“OTC”) physically settled Purchase and Sale Agreement for the Asset. Buyers may avail themselves of the Purchase and Sale Agreement (Template) to execute such OTC purchase of an Asset. Purchase and Sale Agreements not from the given template may be subject to additional legal fees up to $1000/hr. for review and acceptance, at Capturiant’s sole discretion.
2.4.3 Market Participant
A Market Participant is a Buyer of Assets for the purpose of: (a) transferring and delivering Assets to another Buyer and/or (b) retiring on behalf of themselves, an Indirect Owner (defined in 3.1), or Indirect Owners (defined in 3.2).
2.4.4 Controller
A Controller refers to an entity or individual who maintains authority over the management, transfer, aggregation, marketing, purchase, sale, and retirement of Assets on the Capturiant Platform. This includes the ability to exercise influence over the transactions and operations associated with the Assets. After minting, Control is initially assigned to Project Developers by default.
User will only hold and retire in its User Account the Assets for which it is the sole holder of all legal title and all Beneficial Ownership Rights. Subject to the exceptions provided herein, a User may not hold any Accounts, or hold, or retire from its Accounts, any Assets on behalf of one or more third parties.
3.1 Individual or Corporate Client Exception
User may retire Assets on behalf of one or more third-parties, provided that: (a) any such retirement may be effected only in a unique Client Retirement Sub-account that is created and named for each individual or corporate client, (b) all legal title to and all Beneficial Ownership Rights to the Assets retired in the client Retirement Sub-account must be held by a single individual or organization (the “Indirect Owner”) that have authorized the User in writing to retire such Assets on their behalf and provide any data or other information relating to such Asset retirement to admin@Capturiant.com and (c) any retirement of any Assets in the Client Retirement Sub-account shall be effected solely for the benefit of the Indirect Owner.
3.2 Market Participant Exception
A User registered as a Market Participant may purchase Assets for the transfer and delivery of such Assets to another User as a Buyer. User may retire Assets on behalf of one or more third parties, provided that: (a) any such retirement may be effected only in a Group Retirement Sub-account, (b) all legal title to and all Beneficial Ownership Rights in any Assets retired in the Group Retirement Sub-account must be held by one or more individuals or organizations (collectively, the “Indirect Owners”) that have authorized the User in writing to retire such Assets on their behalf and to provide any data and other information relating to such Assets to admin@Capturiant.com, (c) User maintains an auditable Indirect Owner(s) identification program or other traceability measures that ensure the User has established procedures to verify the identity of any individual(s) or organization(s) on whose behalf the User is retiring the Assets and maintains records of information used to verify such identity, which records will be made available to Capturiant upon request and (d) any retirement of any Assets in the Group Retirement Sub-account shall be effected solely for the benefit of the applicable Indirect Owners.
3.3 Controller Exception
A User, who is a Controller, may transfer and deliver Assets to another User. User may retire Assets on behalf of one or more third parties, provided that: (a) any such retirement may be effected only in a Group Retirement Sub-account, (b) all legal title to and all Beneficial Ownership Rights in any Assets retired in the Group Retirement Sub-account must be held by one or more individuals or organizations (collectively, the “Indirect Owners”) that have authorized the User in writing to retire such Assets on their behalf and to provide any data and other information relating to such Assets to admin@Capturiant.com, (c) User maintains an auditable Indirect Owner(s) identification program or other traceability measures that ensure the User has established procedures to verify the identity of any individual(s) or organization(s) on whose behalf the User is retiring the Assets and maintains records of information used to verify such identity, which records will be made available to Capturiant upon request and (d) any retirement of any Assets in the Group Retirement Sub-account shall be effected solely for the benefit of the applicable Indirect Owners.
4.1 Bids and Offers
The Capturiant Platform will allow Project Developers and Users holding the Beneficial Ownership Rights to Assets to place “offers” on the Capturiant Platform, creating an indicium of the price at which such Users would like to sell the Assets to which they hold Beneficial Ownership Rights. The Capturiant Platform will provide the contact information of the User making the “offer.”
Additionally, the Capturiant Platform will allow Users, acting as Buyers, to place “bids” on the Capturiant Platform, creating an indicium of the price at which such Users would like to buy Assets. The Capturiant Platform will provide the contact information of any User providing a “bid” for Assets.
4.2 OTC Negotiations of the Purchase and Sale Agreement
Users shall negotiate OTC, or off the Capturiant Platform, and may use the Purchase and Sale Agreement Template found in section 1.3. Once Purchase and Sale Agreement is executed, both the Controller and the Buyer must provide a copy of such executed Purchase and Sale Agreement to admin@Capturiant.com. Capturiant reserves the right to use a third-party escrow service for facilitating payment between Controller and Buyer. Purchase and Sale Agreements not from the given template may be subject to additional legal fees up to $1000/hr. for review and acceptance, at Capturiant’s sole discretion. After receipt and acceptance of such executed agreements, Capturiant will accept instructions with regards to the transfer, delivery and/or retirement of Assets on the Capturiant Platform.
4.2.1 Process for Submitting Instructions to Capturiant
In order to facilitate a transaction on the platform, the counterparty intending to sell Assets shall submit a listing in the marketplace of the Capturiant Platform. A Buyer, defined as a counterparty intending to purchase Assets, shall respond to this listing by submitting a bid. Upon receipt of a bid, the seller will be promptly notified by the Capturiant Platform.
Following the receipt of a bid, the seller and buyer must mutually agree on the transaction terms, which include the price and quantity of Assets to be transacted. Upon reaching an agreement, the transaction can be considered complete. Once the transaction is completed, the administrator of the Capturiant Platform will send a prompt to the seller via email. This prompt will request the seller to provide a countersigned copy of the Purchase and Sale Agreement that was used to finalize the transaction.
The Project Developer is the initial Controller of newly minted Assets. Controllers maintain authority over the management, transfer, aggregation, marketing, purchase, sale, and retirement of Assets on the Capturiant Platform. This includes the ability to exercise influence over the transactions and operations associated with the Assets.
Throughout the Term, including without limitation upon each minting, transfer and delivery, retirement, cancelation or expiration of an Asset by a User, User represents and warrants to Capturiant as follows:
a) If other than a natural person, User is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation;
b) User has all corporate and other authority and all regulatory and other consents, approvals and authorizations necessary for it to legally (i) enter into and perform its obligations under these Marketplace Rules and (ii) engage in all of its activity (including the creation, transfer, delivery and retirement of the Assets) on or relating to the Capturiant Platform;
c) The signatory of the Terms of Service has the authority to execute the Terms of Service, including the performance of the operational aspects of these Marketplace Rules, on behalf the User, and these Marketplace Rules are binding on and enforceable against User in accordance with the Terms of Service;
d) User will only use the Capturiant Platform for transferring, delivering, and/or retiring the Assets that are attributable to the Carbon Removals or Projects included on the Capturiant Platform and specifically acknowledges that it shall not use any other database for the same purpose at the same time as such Carbon Removals or Projects on the Capturiant Platform;
e) User has not registered and will not register any Carbon Removals simultaneously both in the Capturiant Platform and in any other system that tracks the emissions, emission reductions or removals, emission offsets, or other environmental attributes related to emission reduction and Carbon Removals or Projects nor will any transaction of the same emissions, emission reductions and/or removals, emission offsets, or other environmental attributes related to emission reduction and Projects be conducted outside of the Capturiant Platform;
f) User will not operate an exchange or trading platform on which Assets are transacted or managed outside of the Capturiant Platform; will not place the Assets on such an exchange or platform; and will not hold nor retire Assets on behalf of Indirect Owners or others to place on such an exchange or platform;
g) User commits not to claim Assets which have already been or are expected to be registered with another compliance or voluntary emissions reduction and removal program except as allowed for by the Capturiant Platform;
h) User meets all of the requirements for participation in the Capturiant Registry, as set forth in the Platform Rules;
i) Neither User nor any Indirect Owner(s), if any, has retired, sold, claimed, represented elsewhere or used, nor will it retire, sell, claim or represent elsewhere or use to satisfy obligations in any jurisdiction outside of the Capturiant Platform, any of the Carbon Removals or Projects associated with User’s Assets without reporting such disposition within the Capturiant Registry;
j) Collectively, User and the Indirect Owners, if any, having a Beneficial Ownership Right in the Assets held in one of User’s Accounts or Sub-Accounts have legal title and all Beneficial Ownership Rights with respect to the Assets minted or to be minted to User and/or held in User’s Accounts or Sub-accounts and the Carbon Removals or removals for which User is seeking credit, and no other person or entity can claim the right to the Assets or to the Carbon Removal for which User is seeking credit;
k) User has been authorized to act on behalf of the Indirect Owners, if any, having a Beneficial Ownership Right in the Assets held in User’s Accounts or Sub-accounts;
l) User has acted in compliance with any relevant regulatory system or other requirements underlying the Carbon Removals for which User is seeking credit;
m) All data and other information being provided to Capturiant is owned legally and beneficially by User are derived from public third-party sources or, with respect to Assets held by User on behalf of an Indirect Owner, by a person or entity on whose behalf User has been authorized to act, and all such data and other information are true, correct, and complete in all material respects; and
n) User commits not to tokenize, digitize, or otherwise place or transact retired Assets.
“Asset” means generally any Validated equivalent of 1 metric ton of Carbon Dioxide that is removed from the environment or prevented from being released, in a quantifiable way. Some examples include but are not limited to ESDBs, EACs, PEACs; as defined in the Terms of Service.
“Beneficial Ownership Rights” with respect to any Assets, means any contractual or other right to direct or control the sale or other disposition of, or the retirement of, such Asset.
“Buyer” has the meaning given in Section [2.4.2].
"Controller" refers to an entity or individual who maintains authority over the management, transfer, aggregation, marketing, purchase, sale, and retirement of Assets on the Capturiant Platform. This includes the ability to exercise influence over the transactions and operations associated with the Assets. The Controller may also play a role in facilitating the financing of projects connected to these credits.
“Client Retirement Sub-Account” has the meaning given in Section [3.1].
“Direct Owner(s)” has the meaning given in Section [3.1].
“Group Retirement Sub-account” has the meaning given in Section [3.2].
“Indirect Owner(s)” has the meaning given in Section [3.1].
“Purchase and Sale Agreement” refers to the legally binding agreement between the seller and buyer that documents the terms and conditions of the Asset(s) transaction.
[Last updated on 09.15.2023]