This License Agreement (“Agreement”) is made and effective as of (the “Commencement Date”) by and between Accend AS, registered address Nygaardsgate 33, 1605 Fredrikstad, Norway and GECA Environnement, registered address: 4018 ave des Pyrénées, Québec, QC, G1P3L9, Canada, collectively the “Licensor”) and (“Licensee”).

WHEREAS:

1. Licensee wishes to obtain a digital license to use “The Biochar Carbon Market, 2 years old and booming: A genuine opportunity” (hereinafter, the “Assets”).

2. The licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for purposes set forth in this Agreement,

NOW, THEREFORE,

in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:

   1)    License grant
   a)    Licensor grants to the Licensee a non-exclusive, non-transferable License to use the Asset for informational purposes within the Licensee company only, subject to the terms and conditions set out in this Agreement.

   2)    Payment
   a)    In consideration of the Licensor providing the Licensee under clause 1 of this License Agreement, the Licensee agrees to pay the Licensor the amount of the License Charge as advertised.
   b)    The Licensee agrees to pay upon reception of invoice to the bank account designated by the Licensor. The Asset shall be delivered upon payment reception through web transfer.
   c)    The Licensee must be able to document association membership in order to obtain a discounted price, failure to do so will invalidate the discount, in such cases the Licensor shall be entitled to receive payment equivalent to the discount given.

   3)    Licensee's Obligations
   a)    The Licensee will not distribute, sell, license or sub-license, let, trade or expose the Asset or parts of the Asset, including individual figures and tables, to any third party, including situations in which the Licensee 1) holds controlling shares in, 2) is part of the same group of companies, 3) shares employees or 4) has any other link or relationship to any third party. For the purpose of clarity, if the Licensee is an umbrella company which owns 3 companies, the umbrella company is not allowed under the terms of this Agreement to distribute, sell, license or sub-license, let, trade or expose the Asset to any of the 3 companies it owns. Each company must obtain a separate License from the Licensor to obtain access and use the Asset.
   b)    No copies of the Asset are to be made other than as expressly approved by licensor.
   c)    The Licensee may permit its employees to use the Asset for the purposes described provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Asset do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.
   d)    No changes to the Asset or its content may be made by Licensee.
   e)    Any information from the Asset presented publicly by the Licensee, such as figures integrated in a presentation, shall be first approved by writing by the Licensor and if approved, shall be referenced as “GECA Environnement and Accend. The Biochar Carbon Market. Two-years-old and Booming: A Genuine Opportunity. March 2022.”

   1)    Intellectual Property Rights
   a)    All Intellectual Property Rights, including trademarks, over and in respect of the Asset are owned by Licensors. The Licensee does not acquire any rights of ownership in the Asset.

   2)    Limitation of Liability
   a)    The Licensee acknowledges and agrees that neither Licensors nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from licensor's provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and Licensee hereby releases licensor to the fullest extent from any such liability, loss, damage or claim.

   3)    Disclaimers & Release
   a)    To the extent permitted by law, the Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.
   b)    The Asset is provided by licensor on an “as is" basis. No warranties, expressed or implied, regarding the information contained within the Asset is granted by this Agreement. The Licensor will not be held liable for any erroneous conclusion, result or consequence arising from the usage of the Asset and the information contained within by the Licensee.
   c)    Licensor will not be held liable by the Licensee in any way for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof.

    1)    Breach of contract
   a)    Any breach of the Licensee’s obligations will give rise to claims for damages. For the avoidance of doubt, if the licensee distributes the Asset to persons outside of their organization in breach of this Agreement, the licensor has the right to receive the License charge for every distribution of the Asset.

   2)    Governing Law
   a)    This Agreement will be construed by and governed in accordance with the laws of Norway. The Parties submit to the exclusive jurisdiction of the courts of Norway.

   3)    Termination
   a)    This Agreement and the License granted herein commences upon the Commencement Date and is granted in perpetuity.

   4)    Assignment
   a)    Licensee shall not assign any rights to this License Agreement, without the prior written consent of licensor.

   5)    Severability
   a)    To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable, and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

   6)    Entire Agreement
   a)    This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.