This Contributor Addendum (the “Addendum”) is a Role Addendum issued under, and fully incorporated into, the CarbonCloud General Terms of Service (“T&C”). The T&C remain in force and govern any matter not expressly modified herein.

1. Definitions

Capitalised terms inherited from the T&C have the same meaning herein.

2. Scope and Purpose

This Addendum applies to any Contributor that (i) is invited through the Platform by a downstream customer (a Principal or other downstream Account Holder ultimately invited by the Principal) to contribute Activity Data, and (ii) has not purchased a Paid-Tier Subscription for the same Dataset.

The Addendum grants the Contributor a royalty-free right to access the Services solely for the Pre-Paid Dataset(s) specified in the invitation. All other use requires an upgrade to a Paid-Tier Subscription.

3. Licence & Data Rights

3.1 The Contributor retains all right, title and interest in and to its Activity Data.

3.2 The Contributor grants CarbonCloud a worldwide, royalty-free licence to process Activity Data for operating the Services, generating Results and creating aggregated analytics, in accordance with the T&C.

3.3 The Contributor grants the inviting Principal an irrevocable, worldwide, royalty-free licence to access and, where permitted under the Principal-Addendum, export Results derived from the Contributor’s Activity Data. No licence to the underlying Activity Data is granted under this section 3.3, and any access to Activity Data by the Principal requires a separate agreement between the Contributor (or other downstream Account Holder within the Contributor’s supply chain, which has contracted with the Principal regarding collection of Activity Data within the specific supply chain) and the Principal.

3.4 CarbonCloud grants the Contributor a non-exclusive, non-transferable right to view and download the Results generated for the invited Dataset(s) for internal sustainability reporting provided that the Principal has expressly agreed within the Platform to bear the applicable fees on behalf of the Contributor under its Principal-Addendum. Any broader use of the Results (e.g. public claims, marketing, benchmarking) requires Paid-Tier Subscription upgrade or Principal approval.

4. Freemium Limits & Upgrade Triggers

4.1 Freemium access covers only the specific Dataset(s) linked to the invitation and marked with the relevant Pre-Paid Dataset Tag.

4.2 Unless otherwise enabled by a Principal, freemium functionality is limited to the following:

• Calculate PCF(s) based on Activity Data.
• Update Activity Data at any time.
• Share the Results with downstream account holders who have sent Invitation(s) to the Account Holder.
• Send Invitation(s) to upstream suppliers of ingredients or products the Account Holder purchases to make or distribute the products with the Pre-Paid Dataset Tag.
• Use the Results for internal analysis, bookkeeping, and decision making.

4.3 The Platform will require upgrade to a Paid-Tier Subscription when the Contributor:

• adds a new Dataset not tagged as Pre-Paid;
• exceeds any capacity cap in 3.2 after a 7-day grace period;
• requests a disabled feature (e.g., bulk export, scenario modelling); or
• otherwise initiates functionality marked as “Paid” or similar in the Platform.

4.4 Before charging the Contributor, the Platform will allow the inviting Principal, within seven (7) days of the trigger event, to accept billing responsibility under its Principal-Addendum. If the Principal declines or does not respond within that period, the Contributor must either (i) downgrade activity to remain within the freemium caps, or (ii) cease use of the triggering feature.

4.5 Upgrade occurs when an authorised user actively accepts an upgrade in the Platform. From that moment the Paid-Tier Subscription fees and terms apply and supersede conflicting parts of this addendum for the upgraded scope.

5. Fees

5.1 No licence, platform or feature fees are payable by the Contributor for use that remains within the freemium limits set out in section 4.

5.2 No Paid-Tier Subscription fee or usage-based charge will be incurred unless and until either (i) the Contributor, or (ii) the inviting Principal, actively clicks an on-screen acceptance button (“Accept & Upgrade”) that sets out the applicable pricing. The price displayed at the moment of acceptance becomes the binding fee schedule for the upgraded scope.

5.3 When the Principal accepts an upgrade on behalf of the Contributor under section 4.4, CarbonCloud will invoice the Principal for the resulting fees. When the Contributor accepts the upgrade, CarbonCloud will invoice the Contributor. In neither case will both parties be invoiced for the same scope.

5.4 If, after an upgrade, usage exceeds the allowances of the selected Paid-Tier Subscription, CarbonCloud will first present an in-platform pop-up detailing the projected overage fees and requesting express confirmation. Overage charges apply only after the relevant party has confirmed acceptance. If the party declines, CarbonCloud may throttle or disable the excess functionality to keep usage within the prepaid limits.

5.5 All prices exclude VAT and similar taxes. Invoices are payable within twenty (20) days of issue unless the applicable paid-tier Role Addendum or Principal-Addendum stipulates different terms. Late payments accrue statutory interest and recovery costs under Swedish law.

6. Service Level & Support

6.1 Freemium accounts receive access on an “as-is / as-available” basis. CarbonCloud provides community-forum support only and no uptime commitment.

6.2 CarbonCloud may throttle API calls that materially impact Platform performance.

7. Warranties & Liability

7.1 Each party represents that it is duly organised, validly existing and has full power and authority to enter into and perform its obligations under this Addendum and the T&C.

7.2 The Contributor acknowledges that the Services are provided under this Addendum on an “as-is” and “as-available” basis. CarbonCloud does not warrant that (i) the Services will be uninterrupted or free from defects, or (ii) the Results will meet any specific accuracy threshold.

7.3 To the maximum extent permitted by applicable law, CarbonCloud expressly disclaims all statutory and implied warranties, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will produce any environmental, regulatory or commercial benefit.

7.4 Except for the Excluded Claims in section 7.6, CarbonCloud’s and Contributor’s aggregate liability arising out of or relating to this Addendum, whether in contract, tort or otherwise, shall not exceed the total fees (if any) actually paid by the Principal or the Contributor for the Services under this Addendum during the twelve (12) months preceding the event giving rise to the claim.

7.5 Neither party shall be liable under this Addendum for any indirect, incidental or consequential damages, including loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages.

7.6 The limitations in sections 7.4 and 7.5 do not apply to:

• death or personal injury caused by a party’s negligence;
• a party’s wilful misconduct or gross negligence;
• breaches of section 8 (Confidentiality) of the T&C;
• the Contributor’s payment obligations for fees that have been explicitly accepted under section 4; or
• liability which may not be lawfully limited under applicable law.

7.7 The remedies expressly provided in this Addendum constitute the Contributor’s sole and exclusive remedies for any breach of warranty or other liability of CarbonCloud with respect to the Services provided hereunder.

7.8 Each party shall take reasonable steps to mitigate any loss or damage it may suffer in connection with a claim under this Addendum.

7.9 Any claim arising out of this Addendum must be brought within twelve (12) months after the claimant became aware of the facts giving rise to the claim, failing which the claim is barred.

8. Term & Termination

8.1 This Addendum commences on the date the Contributor clicks accepts an invitation in the Platform.

8.2 The Addendum automatically expires all Pre-Paid Dataset Tags referencing the Contributor’s Datasets are withdrawn by the Principal and a thirty (30)-day wind-down period has elapsed. This Addendum does not automatically terminate if the Contributor upgrades the relevant Dataset(s) to a Paid-Tier Subscription. Instead, such Paid-Tier Subscription applies for the Dataset parallel to this Addendum.

8.3 Either party may terminate this Addendum for any reason upon thirty (30) days’ written notice. The Contributor may also terminate this Addendum instantly via the function for deleting an account in the Platform. Should the Contributor have a parallel active Role Addendum or otherwise still use the Services, such Role Addendum and the T&C will still apply. If the Contributor has no other active Role Addendum, only the provisions of the Addendum and the T&C that expressly survive termination will still apply.

8.4 Either party may terminate this Addendum with immediate effect on written notice if the other party materially breaches the Addendum or the T&C and fails to cure within fifteen (15) days after receipt of a written notice specifying the breach. Upgrade fee disputes do not constitute breach while they are being resolved in good faith.

8.5 The Principal may instruct CarbonCloud to suspend or terminate the Contributor’s access to a Pre-Paid Dataset if required to comply with law, regulator demand or a breach of the Principal-Contributor licence. CarbonCloud will relay such instruction to the Contributor and provide a ten (10)-day grace period for the Contributor to export eligible data before access is removed, unless earlier removal is legally mandated.

8.6 On the termination or expiry of this Addendum:

• Freemium access to the Services ceases immediately for the affected Dataset(s);
• any unpaid, accepted upgrade fees become due and payable;
• CarbonCloud will, on written request within thirty (30) days, provide a one-time export of the Contributor’s non-tagged Activity Data and exportable Results, subject to section 4 and the T&C; and
• sections 3.2, 3.3, 5.5, 7, 8.6 and 9 survive the termination.

8.7 Termination or expiry of this Addendum does not terminate the T&C or any other Role Addendum that may govern the Contributor’s use of the Platform.

9. Order of Precedence

9.1 This Addendum shall be subject to the following documentation in descending order of precedence:

• the predefined limits of the Pre-Paid Dataset (for the relevant Dataset),
• the T&C, and
• the Policies referenced in the T&C.

9.2 Where the same Dataset is subject to more than one Pre-Paid Dataset Tag, or a Paid-Tier Subscription, the least restrictive terms regarding that Dataset’s use and disclosure prevail.

9.3 This Addendum overrides the T&C only to the extent an explicit clause in this Addendum states a different rule for freemium Contributors. For all other matters the T&C govern.

9.4 If the T&C allow bulk export but this Addendum limits export to paid upgrades, the limitation in this Addendum prevails for freemium Contributors until an upgrade occurs.

9.5 Upon upgrade to a Paid-Tier Subscription, any conflict between the relevant Role Addendum and this Addendum shall be resolved in favour of the paid-tier Role Addendum for the upgraded scope; this Addendum continues to apply to any remaining freemium Datasets.