Indemnification Policy

1. Introduction & Purpose

This Indemnification Policy outlines the mutual obligations of Verdantix, Inc. ("Verdantix", "we", "our", "us") and our clients, partners, and users ("Customer", "you", "your") regarding third-party claims, losses, damages, and expenses arising from the use of our sustainability software, green technology solutions, carbon analytics platforms, consulting services, and related materials (collectively, the "Services").

By accessing, purchasing, or utilizing any Verdantix Service, you acknowledge and agree to the indemnification terms set forth herein. This policy supplements our Master Services Agreement, Terms of Service, and applicable Environmental Compliance Addendums.

2. Definitions

• Claim: Any third-party demand, complaint, lawsuit, arbitration, administrative proceeding, or investigation alleging injury, loss, damage, or violation of rights.
• Losses: All judgments, fines, settlements, legal fees, expert costs, court costs, and reasonable expenses incurred in connection with a Claim.
• Services: All software platforms, carbon footprint analytics tools, energy management systems, green building consulting, ESG reporting frameworks, and related documentation provided by Verdantix.
• Applicable Law: All statutes, regulations, environmental standards, and sustainability reporting guidelines enforced by competent governmental or regulatory authorities.

3. Customer Indemnification Obligations

You agree to indemnify, defend, and hold harmless Verdantix, its affiliates, officers, directors, employees, and agents from and against any Claims and Losses arising out of or related to:

1. Your use of the Services in violation of this Policy, our Terms of Service, Acceptable Use Guidelines, or applicable laws.
2. Content, data, emissions inventories, or materials you submit, upload, or integrate into our platforms that infringe upon third-party rights or contain materially inaccurate sustainability metrics.
3. Unauthorized access to or misuse of the Services by your personnel, contractors, or third parties under your control.
4. Violation of environmental regulations, greenhouse gas reporting standards, or compliance obligations attributable solely to your operational practices or data inputs.

4. Verdantix Indemnification Obligations

Verdantix agrees to indemnify, defend, and hold harmless you from and against Claims and Losses arising out of or related to:

• Verdantix's gross negligence, willful misconduct, or material breach of this Policy or the applicable Service Agreement.
• Our failure to meet documented performance specifications, uptime guarantees, or sustainability calculation methodologies for the Services.
• Claims alleging that the Services, as provided and used strictly in accordance with our official documentation, infringe upon third-party intellectual property rights.
• Security breaches originating from our infrastructure that result in unauthorized exposure of your protected environmental or business data.

5. Intellectual Property Claims

In the event of a third-party IP infringement Claim against you based on our Services, Verdantix will, at its sole expense and discretion, either: (i) secure the right for you to continue using the Services; (ii) modify or replace the Services to make them non-infringing without materially reducing core functionality; or (iii) terminate your license and refund the pro-rated, unused portion of fees paid for the infringing module. This section does not apply to Claims arising from your modifications, combinations with non-Verdantix products, use outside documented specifications, or integration of third-party APIs not approved by Verdantix.

6. Limitations & Exclusions

Notwithstanding the foregoing, indemnification under this Policy shall not apply to Claims arising from:

• Force majeure events, natural disasters, or circumstances beyond the reasonable control of the indemnifying party.
• Acts, omissions, or gross negligence of the indemnified party or its agents, employees, or subcontractors.
• Punitive, exemplary, or consequential damages to the extent prohibited by applicable law.
• Claims where the indemnified party failed to provide timely written notice or unreasonably withheld cooperation or documentation.

Indemnification obligations shall be subject to the limitation of liability provisions set forth in the governing Service Agreement, to the maximum extent permitted by law. In no event shall total indemnification liabilities exceed the greater of $500,000 or the total fees paid by you to Verdantix in the twelve (12) months preceding the Claim.

7. Cooperation & Control of Claims

To invoke indemnification rights under this Policy, the indemnified party must: (a) promptly provide written notice to the indemnifying party (within ten (10) business days of becoming aware of a Claim); (b) grant the indemnifying party sole control over defense strategy, settlement negotiations, and legal representation; and (c) provide reasonable cooperation, documentation, and technical access at the indemnifying party’s expense. The indemnified party may participate in defense at its own cost but shall not compromise indemnification rights through settlement, admission, or waiver without prior written consent from the indemnifying party.

8. Governing Law & Dispute Resolution

This Indemnification Policy shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any disputes arising from or relating to this Policy shall be resolved through binding arbitration administered by the American Arbitration Association in San Francisco, CA, in accordance with its Commercial Arbitration Rules. Each party shall bear its own costs and attorneys' fees, except where prevailing party fees are mandated by statute. Nothing herein shall prevent either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential environmental data.