Membership and User Agreement

1.1 Scope and Dual-Capacity Acceptance. This Agreement governs: (a) your admission to and ongoing commercial standing as a Sourcery Commercial Partner (“Member”); and (b) your access to and use of the Connect Platform and related trade facilitation tools (“Services”) by your designated personnel (“Authorized Users”). By registering an account, completing onboarding verification, or executing a transaction on the Platform, the legal entity identified in the registration profile accepts this Agreement and becomes a Member of Sourcery, and the individual acting on its behalf represents that they have full legal authority to bind that entity.

By registering an account, subscribing to a platform tier, or conducting Trade Activity on the Connect Platform, you agree to be legally bound by this Agreement.

1.2 Privacy Policy. Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use and disclose your personal data and sets out your rights under applicable data protection laws. By using the Services, you acknowledge that you have read and understood the Privacy Policy.

1.3 Incorporated Policies and Order of Precedence. In addition to this User Agreement, use of the Services may be subject to additional policies, standards or schedules (“Policies”), including:

• Data Stewardship Policy
• Transparent Trade Agreement
• Trade Representation Agreement, if applicable
• Solution-specific Policies (e.g., Transparent Trade™, Intelligent Impact™, Spot AI™, BlueSync™, Sourcery Exchange™, etc.)
• Partner Shareholder Agreement, if applicable
• Sourcery Governance and Bylaws, if applicable
• Social Compliance Guidelines
• Branding and Communications Guidelines

In the event of any conflict or inconsistency, this Agreement strictly prevails over all Policies, Schedules, external agreements, and transaction records. Provided, however, that commercial deal parameters (specifically Product price, volume/quantity, delivery schedules, and Incoterms®) mutually agreed between Users in an in-app Agreement Summary (Annex A) of a Transparent Trade Agreement shall govern that specific commercial transaction between those Users, but shall under no circumstances modify, waive, supersede, or limit Sourcery’s disclaimers of liability, indemnification protections, neutral facilitator status, or platform enforcement rights under this Agreement.

In addition to capitalised terms defined elsewhere in this User Agreement or the Privacy Policy:

• Account means a unique account created for you to access and use the Services.
• Agreement Summary (Annex A) means the platform-generated electronic transaction card produced via the Connect App recording the specific commercial terms mutually confirmed by Buyer and Seller for an individual Trade Activity.
• Assurance Partner means an approved third party providing inspection, auditing, testing or verification services.
• BlueBox Digital Assets means digital data assets created from verified commercial, transactional, social, environmental and impact data captured via the Services and licensed to third parties via the Sourcery Exchange™ or similar compatible data marketplace.
• Sourcery ID is a unique digital identity called Self-Sovereign Identity (SSID). This SSID links your mobile phone number with your location to verify your identity and is issued for Partners, Places and Companies registered on Connect.
• Commercial Partner means any User that uses the Services to buy, sell or otherwise trade commodities, goods or services (including Producers, Traders, Manufacturers, Brands and related intermediaries).
• Compliance Activity means the capture and processing of any data, documents, images, or media via the Connect Platform (specifically the Intelligent Impact™ solution), including verification, third-party assessments, scoring, and reporting that pertain to commercial, transactional, social, and environmental compliance, reporting, and claims.
• Confidential Information has the meaning set out in Section 19.
• Content means all source code, databases, functionality, software, designs, audio, video, text, photographs, graphics and other material available on or through the Services.
• Contributions means any content or materials (other than Trade Data) that you submit, post, display, transmit, publish or distribute via the Services (e.g. text, photos, comments, feedback).
• Customer Data / Trade Data means any commercial, transactional, chain-of-custody, compliance or related information, documents or media that you or your Users submit to the Services (including receipts, invoices, contracts, shipping documents, facility data, impact data, photos, video and messages).
• Data Creator / Data Subject means the individual or entity that originates or uploads Customer Data / Trade Data to the Services.
• Ecosystem Participatory Voting means the operational, non-statutory voting mechanism through which active Members elect sector representatives to the Membership Council pursuant to the Sourcery Governance Framework.
• Equity Credit Programme means the conditional non-voting equity incentive program administered by HoldCo (Sourcery Group, Inc.), under which eligible Members may conditionally accrue bookkeeping units convertible into non-voting common stock after a five-year cliff.
• High-Risk Activities means activities where use or failure of the Services could reasonably be expected to lead to death, personal injury or serious environmental damage (e.g. life-support systems, air traffic control, nuclear facilities).
• Impact Partner means an approved third-party providing data assessments, scoring, benchmarking and reporting services to Partners.
• Membership Council means the five (5) member representative advisory council established by the Operating Company to recommend trade standards, verification protocols, and platform conduct policies.
• Marks means all trademarks, service marks, logos and brand identifiers owned or used by Sourcery.
• Product means any physical commodity, agricultural product, raw material, biomass, by-product, intermediate material, or finished commercial good transacted or listed on the Services.
• Services has the meaning set out above and includes the Connect Platform.
• Trade Activity means any enquiry, offer, counter-offer, order commitment, field trade, documentary verification, shipment tracking, or transaction completion concerning a Product conducted between Members via the Services.
• Transparent Trade Agreement (TTA) means the standardized bilateral commercial sales contract executed directly between a Buyer and a Seller on the Platform
• Usage Data means technical logs and telemetry about how you and your Users access and use the Services (e.g. feature usage, performance data, error logs), but not Customer Data / Trade Data.
• User means any individual you allow to access your Account, including employees, contractors and authorised agent

3.1 Eligibility. The Services are intended for users who are at least 18 years old (or the age of majority in their jurisdiction). Persons under that age may not use or register for the Services.

3.2 User Representations. By using the Services, you represent and warrant that:

• all registration information you submit is true, accurate, current and complete;
• you will maintain the accuracy of such information;
• you have legal capacity and agree to comply with this User Agreement;
• you are not a minor in your jurisdiction;
• you will not access the Services through automated or non-human means, without our prior written consent;
• you will not use the Services for any illegal or unauthorised purpose; and
• your use of the Services will not violate any law or regulation.

3.3 Acceptance. You accept this User Agreement by (a) clicking “I agree” (or equivalent), (b) creating an Account, or (c) accessing or using the Services after being notified of this User Agreement or any updated version.

4.1 Account Registration. You may be required to register to use the Services. You agree to keep your credentials, password and pins confidential and are responsible for all activities that occur under your Account.

4.2 Sourcery ID. Upon Account Registration, you will be issued a Sourcery ID--a unique 20 character digital identity called Self-Sovereign Identity (SSID). This SSID links your mobile phone number with your location to verify your identity and is visible to other users for identifying your Account on Connect. It is representative of a 256-key encryption that is used to decrypt, encrypt and identify your data on the your device and on the blockchain. The 20 character Sourcery ID can be shared with other users on the Platform and serves as your individual membership number.

4.3 Membership and Partner Status. Certain functionality (e.g. commercial trade, data licensing, specific modules) is available only to Partners that meet Sourcery’s membership criteria, which may include:

• completion of KYC/KYP and additional due diligence within specified timeframe after Account Registration;
• compliance with Social Compliance Requirements, where applicable;
• acceptance of Sourcery Governance and Bylaws, where applicable;
• agreement to Solution-specific schedules, policies and fees.

4.4 Security. You must promptly notify us of any unauthorised use or suspected breach of security involving your Account. We are not liable for loss arising from your failure to safeguard credentials, passwords and pins.

We may approve, decline or revoke Partner status at our discretion, subject to law.

4.5 Nature of Membership and Corporate Equity Disclaimer.

(a) Contractual Standing Only: Membership in Sourcery is strictly a commercial, contractual affiliation with the Operating Company. Admission as a Member, creation of a user profile, or execution of transactions does not grant, constitute, or convey any legal or beneficial equity, common or preferred stock, voting shares, board seats, or corporate governance rights in Sourcery Partners, LLC, Sourcery Group, Inc., or any of their affiliates.

(b) Equity Credit Programme Participation: Any prospective long-term equity participation in the parent holding company is governed exclusively by the standalone Sourcery Group, Inc. Equity Credit Programme and corporate resolutions of HoldCo. Members acknowledge that Equity Credits are conditional bookkeeping units and that share conversion is strictly subject to:

• Five (5) continuous qualifying years of active membership in commercial good standing under this Agreement;
• Fulfilling the cumulative threshold of at least fifteen (15) verified transactions on the Platform (minimum 3 per year);
• Successfully referring a minimum of ten (10) arm's-length commercial partners that pass Know-Your-Business (KYB) verification and publish commercial intent; and
• The formal execution of a standalone Subscription and Stockholder Agreement issued by Sourcery Group, Inc.

(c) Non-Voting Shares: All shares issuable under the Equity Credit Programme are non-voting common shares in Sourcery Group, Inc.

4.6 Ecosystem Governance and Participatory Voting.

(a) User Governance Right: Every active, verified Member in commercial good standing is entitled to participate in ecosystem governance by voting in elections for the Membership Council.

(b) Constituency Representation: The Membership Council consists of five (5) elected seats representing platform constituencies: Partners (Producers), Manufacturers, Traders, Brands, and Impact Partners. Members shall vote within their designated platform category.

(c) Activation Threshold: Formal elections and seating of the Membership Council shall take effect once the Connect Platform achieves a minimum operational milestone of 2,500 active, verified users.

(d) Ecosystem Advisory Scope: Members expressly acknowledge that Ecosystem Participatory Voting is an advisory and operational mechanism governing trade standards, data verification, and platform conduct within the Operating Company. Ecosystem Participatory Voting does not constitute shareholder voting under Oregon law or applicable corporate statutes, and confers no authority over corporate budgets, executive appointments, M&A, or capitalization of Sourcery Group, Inc.

5.1 Description of Services. Sourcery Connect is a digital platform that helps you connect, communicate, transact, report and analyse trade and impact-related activity across supply chains.

5.2 Territorial and Regulatory Scope. The Services are not intended for distribution or use in any jurisdiction where such use would be contrary to law or subject us to additional registration. Users accessing from other locations do so on their own initiative and are responsible for local compliance.

5.3 Commercial Neutrality. Sourcery acts as a commercially neutral intermediary and facilitator. We do not represent the sales, purchasing or financial interests of one Commercial Partner or User over another and do not guarantee any trade outcome.

6.1 Our Intellectual Property. We own or license all rights in the Services, including the Content and Marks, which are protected by intellectual property laws.

6.2 Limited Licence. Subject to your compliance with this User Agreement, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services and to download, transmit or print portions of the Content including data, documents, images when you properly access for your internal business purposes.

6.3 Apple and Android Devices. If you obtained the Service via a mobile app (“App”) from the Apple Store or Google Play, we grant you Limited License (see 6.2) granting you right to install and use the App on wireless electronic devices owned or controlled only by you.

• The licence is limited to a non-transferable licence to use the App on a device that utilises the Apple iOS or Android operating systems.
• We, not the App Distributor, are responsible for maintenance and support.
• In the event of any failure of the App to conform to any applicable warranty, you may notify the App Distributor, and they may at their sole discretion refund the purchase price (if any). To the maximum extent permitted by law, the App Distributor will have no other warranty obligation.
• You represent that you are not located in a country that is subject to a US government embargo or listed on any US government list of prohibited or restricted parties.
• You acknowledge that the App Distributors are third-party beneficiaries of this Section 6.3.

6.4 Restrictions. Except as expressly permitted, you may not copy, reproduce, aggregate, publish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license or otherwise exploit any part of the Services, Content or Marks for any commercial purpose without our prior written consent.

6.5 Reservation of Rights. We reserve all rights not expressly granted to you.

7.1 Customer Data / Trade Data. As between you and us, you (or your licensors) retain ownership of all Customer Data / Trade Data you submit to the Services, subject to the rights granted to us in this User Agreement, the Privacy Policy and applicable programme terms.

7.2 Data Sovereignty. Our Data Stewardship Policy recognises and imparts full ownership and control of Customer Data / Trade Data to the primary Data Creator / Data Subject. We treat such data as your asset, not ours.

7.3 Use of Customer Data. We may access and use Customer Data / Trade Data only with your explicit written consent, solely to:

• provide, operate and improve the Services,
• provide support and related professional services, including anonymised and aggregated trade data reporting
• implement your configuration choices and sharing settings, and
• comply with applicable law, lawful requests and our own legal obligations.

We will not share Customer Data with third parties except as permitted in this User Agreement, the Privacy Policy, programme terms or with your direction/consent.

7.4 Usage Data and Analytics (Anonymised Trade Price Data). We may collect and use Usage Data, including anonymised information derived from your use of the Services, for legitimate business purposes such as operating, improving and supporting the Services, analytics and reporting. In addition:

• we may use anonymised, aggregated trade price and volume data (from public and private trades recorded on Connect) for analytics, benchmarking and market insight, such as use for Spot AI reporting.
• such analytics will not identify you, your organisation, your facilities or your precise location without your direction/consent;
• we ensure that such data is aggregated sufficiently so that no single commercial transaction or Partner can be reverse-engineered or identified;
• any publication or external sharing of such analytics will be de-identified and aggregated.

7.5 BlueBox and Royalties. Where Customer Data / Trade Data /Impact Data is used to create BlueBox digital assets or similar data products, eligible Data Creators may receive royalties or rewards in accordance with the applicable programme terms. Eligibility, calculation and distribution are determined solely under those programme rules and found in the related Solution-specific policies.

8.1 Security Measures. We implement appropriate technical and organisational measures designed to protect Customer Data / Trade Data against unauthorised access, use, alteration or disclosure, taking into account the nature of the data and the risks presented by processing.

8.2 Optional DPA. Where required under applicable data protection laws (e.g. GDPR), or requested by User, we and you may enter into a Data Protection Addendum (“DPA”), which will form part of this User Agreement. In case of conflict between this User Agreement and a DPA regarding the processing of personal data, the DPA will prevail.

9.1 Submissions (Feedback). If you send us feedback or suggestions, we may use them without restriction or compensation (excluding personal data, which remains subject to the Privacy Policy).

9.2 Contributions. Contributions (e.g. posts, comments, images) may be visible to others. You grant us a worldwide, non-exclusive, transferable, sublicensable, royalty-free licence to use, copy, display, distribute and create derivative works from Contributions in connection with operating and improving the Services.

9.3 Trade Data Carve-Out. The licence in 9.2 does not override our Data Sovereignty commitments. Customer Data / Trade Data is handled under Sections 7 and 8, the Privacy Policy and applicable programme terms.

10.1 High-Risk Activities. You must not use the Services in connection with High-Risk Activities where failure or misuse could reasonably cause death, personal injury or serious environmental harm. We have no liability for use of the Services in such contexts.

10.2 Sensitive Data. Except where explicitly required and requested by us for KYC/AML (such as government ID numbers or documents), you must not submit to the Services:

• medical or health information regulated by HIPAA or similar laws;
• full payment card or bank account numbers (except where processed through a compliant payment provider),
• special categories of personal data (e.g. racial or ethnic origin, political opinions, religious beliefs, genetic or physical-biometric data) unless such data is strictly necessary for a permitted purpose and processed in accordance with law and our Privacy Policy;
• defence or export-controlled technical data (e.g. ITAR-controlled information).

We do not design the Services for those categories and accept no liability if you choose to submit them in violation of this clause.

In addition to other restrictions in this User Agreement, you agree not to:

• sell, sublicense, rent, lease or otherwise commercialise the Services for third parties, or provide the Services as a hosted or managed service to third parties;
• grant non-Users access to the Services via your Account;
• reverse engineer, decompile or attempt to derive source code, except to the limited extent such restriction is prohibited by law and then only after giving us prior written notice;
• copy, modify or create derivative works of the Services, or remove proprietary notices;
• conduct penetration tests or vulnerability scans of the Services without our prior written consent;
• circumvent or attempt to circumvent authentication, access control or rate-limiting mechanisms;
• systematically harvest or scrape data from the Services without our written consent;
• use the Services to develop or train a directly competing product or service;
• use the Services in violation of law, including sanctions, export controls and anti-bribery laws;
• upload or transmit malicious code or material that interferes with others’ use of the Services; or
• upload or transmit documents, data, or images that are explicit in nature, depicting violence, sexual activities of adults or minors, or are otherwise obscene, lewd, or lascivious;
• impersonate any person or entity or misrepresent your affiliation via name, profile image or other identifying information available to other Users in the Services.

We may suspend or terminate access for violations of this Section.

12.1 KYC/KYP. We may require you and your key people (ultimate beneficial executives, operators) to submit identity and company information—including government IDs and related documents—for KYC/AML and compliance purposes via the Know Your Partner (KYP) verification process prior to activating or while using the Services.

12.2 Ongoing Duties. You must promptly update us if any KYC/AML-relevant information changes (e.g. ownership, directors, legal form).

12.3 Non-Compliance. Failure to provide requested information or to satisfy our KYC/AML or compliance checks may result in restricted functionality, suspension or termination

This Section applies when you engage in Trade Activity via the Services.

13.1 Transparent Trade Agreement (TTA). All Trade Activity executed via the Services incorporates and is governed by the system-generated Agreement Summary (Annex A) and the Transparent Trade Agreement (TTA), which together constitute the binding commercial purchase and sale contract directly between Buyer and Seller. This agreement is designed to ensure harmonised, efficient, and transparent transactions and to govern post-transaction disputes through uniform, multi-jurisdictional legal language and international commodity trade bylaws intended to find clear and amicable resolutions to disputes and mitigate liabilities for Users.

13.2 Fair Market Pricing. You remain solely responsible for pricing. To support a transparent and trusted marketplace, pricing should remain reasonably aligned to fair market benchmarks, taking into account the specific origin, quality, quantities, sustainability certifications, and impact attributes of the goods.

13.3 Prohibited Price Attribution. You must not directly or indirectly attribute any price uplifts, surcharges, premiums, discounts or similar amounts to:

• “Sourcery”,
• “Connect Platform”
• membership fees or contribution levels,
• transaction fees,
• data royalties or BlueBox or BluePoint related fees, compensation, unless expressly authorised in writing by us.

We may suspend or terminate Partners that breach this rule.

13.4 Quality and Integrity. Sellers must, upon reasonable request, provide recognised third-party quality or integrity reports (e.g. lab tests) and upload documents and data into the Platform during the course of trade. We do not independently verify or certify product representations or claims and accept no liability if pre- or post-transaction disputes arise between Commercial Partners and Users with regard to such quality and integrity representations and claims.

13.5 Documentation & Chain-of-Custody. All material trade terms (origin/facility, quantity, quality, price, delivery, payment) must be recorded on the Services. External documents uploaded must be authentic, truthful and consistent with what is recorded on Connect. Users may reference internal purchase order (PO) numbers, external sales confirmations, or commercial contract identifiers within the Platform for record-keeping and administrative reconciliation. Such references do not supersede or modify Platform records (e.g. Sourcery ID, Place ID, Company ID, Transaction ID). In the event of any inconsistency between external documentation and the electronic trade record maintained on the Platform, the specifications and terms recorded in the Platform’s Agreement Summary (Annex A) and the Transparent Trade Agreement strictly govern.

13.6 Conversion Coefficients. We may apply standardised conversion coefficients (e.g. fibre → yarn → fabric → finished goods or other commodities) to reconcile inbound and outbound volumes on a mass-balance basis and calculate BlueBox volumes, related volume-based royalties or other metrics. You agree these are reasonable for reporting, reconciliation and BlueBox-asset based pricing.

13.7 Good-Faith Performance. You must act in good faith and use commercially reasonable efforts to perform obligations recorded through the Services. Repeated non-performance or bad-faith conduct may lead to suspension or termination.

13.8 No Liability. Users acknowledge and agree that Sourcery acts solely as a digital trade facilitator and neutral communications infrastructure provider; Sourcery is not a party to any Transparent Trade Agreement and bears zero liability (no liability) for the performance, obligations, acts, or omissions of any Buyer, Seller, or third-party service provider. Without limiting the generality of the foregoing, Sourcery assumes no liability, responsibility, or financial obligation for:

(a) Credit and Payment Risk: Non-payment, delayed remittances, banking fees, currency fluctuations, or defaults under open terms, documentary collections, or Letters of Credit;

(b) Logistics and Physical Condition: Late delivery, non-delivery, packaging failure, physical loss, transit damage, spoilage, leakage, evaporation, shrinkage, or contamination;

(c) Product Conformity: Product quality, grade, composition, chemical or physical properties, moisture content, volume, weight variations, or failure to meet agreed specifications; or

(d) Regulatory, Identity, and Certification Claims: Sanitary, phytosanitary, origin, chain-of-custody, identity preservation, or sustainability certifications and standards (e.g., organic, fair-trade, environmental impact), all of which are governed exclusively by third-party standard owners and issuing authorities.

Users initiate, negotiate, and execute Trade Activity entirely at their own commercial risk.

13.9 Inter-User Dispute Resolution (Trust Line & Arbitration). Any dispute, controversy, or claim arising solely between a Buyer and a Seller regarding Trade Activity, Product specifications, quality, delivery, or commercial default under a Transparent Trade Agreement must first be submitted to the Sourcery Trust Line for facilitated mediation. If the dispute is not resolved through the Trust Line, it shall be settled by binding arbitration in accordance with the specific commodity rules, trade association bylaws, or arbitration body designated in the applicable Transparent Trade Agreement or Agreement Summary. Sourcery is not a party to inter-user disputes, shall not be named as a respondent or party in any arbitration or judicial proceeding between Users, and shall not be liable for any arbitration fees, legal costs, or monetary awards arising therefrom.

14.1 Membership Standing, Ecosystem Access, and Subscription Tiers

(a) Free Core Ecosystem: Admission as a Member and standard access to the core Connect electronic trading ecosystem—including organizational profile creation, commercial onboarding, standard order enquiries, and bilateral trade execution—is provided free of charge.

(b) Premium Subscription Tiers: Access to advanced trade tools, impact-finance mechanisms, enhanced data verification, analytics, and automated workflow capabilities is subject to paid subscription tiers (including Connect Transform, Connect Plus, and Connect Pro). Subscription rates, billing intervals (monthly/annual), and feature entitlements are set forth in the applicable Connect Subscription Plan Schedule or in-app tier selection.

(c) Partner Obligations: Regardless of whether a Member operates on the free tier or a paid subscription, all Members and Authorized Users remain legally bound by this Agreement, the Sourcery Transparent Trade Principles, and the terms of any executed Transparent Trade Agreement.

14.2 Payment Terms and Billing. Paid subscription to Connect Transform, Connect Plus, and Connect Pro occur monthly on the first of each month (or next business day) and annual subscriptions are charged in on 1 September of each year.

14.3 Fee Changes Users will be notified via email, push notification or other electronic means of any fee changes sixty (60) days prior to your next billing cycle.

14.4 Commercial Good Standing, Trade Defaults, and Platform Suspension

(a) Good Standing Obligation: Maintaining access to the Services (under both the free tier and paid subscriptions) requires continuous compliance with this Agreement and honest performance of all contracts executed on Connect.

(b) Grounds for Suspension: Sourcery may immediately suspend or terminate a Member’s account, revoke Authorized User credentials, and delist active trade offers if a Member:

• Commits an uncured commercial default under an active Transparent Trade Agreement (including non-payment under Net terms, bad-faith refusal of delivered Products, or intentional non-delivery);
• Circumvents mandatory platform settlement by diverting platform-initiated trades off-platform without authorization;
• Fails to participate in mandatory Trust Line dispute mediation in good faith;
• Violates applicable international trade sanctions, export controls, anti-bribery regulations, or submits fraudulent corporate or certification documentation; or
• Has a user account subscription fee that is ninety (90) days or more overdue.

(c) Consequence of Default: Termination for a trade default results in the immediate cancellation of platform trading privileges and the immediate forfeiture of all unvested equity credits and eligibility under the five-year Member-Ownership Program.

(d) Forfeiture of Equity Credits: Termination of membership for commercial default, policy breach, or circumvention results in the immediate, permanent, and irrevocable cancellation of all accrued Equity Credits under the Equity Credit Programme, along with permanent disqualification from future share vesting.

15.1 During Active Use. While your Account is active, you may manually export certain Customer Data / Trade Data using available export tools or by contacting us, subject to reasonable technical limitations and security checks.

15.2 Account Deactivation and Export Window. When you deactivate your Account (or we terminate it):

• you may request a one-time export of your Customer Data / Trade Data;
• we will prepare and make that export reasonably available within 30 days of your confirmed request;
• you will have 90 days to export the file (see 15.3) the file once it is made available;
• after the export is made available, you are responsible for promptly downloading and safeguarding the exported file as it can only be downloaded one time from our system as a security requirement.

15.3 Deletion Timeline. Subject to Section 15.4 and legal obligations:

• we will delete Customer Data / Trade Data from our active systems within 90 days after Account deactivation or termination;
• minimal backup copies and logs may persist for a limited additional period in encrypted backups before being overwritten in the ordinary course of business.

15.4 Blockchain and Local Device Data. Some data may be stored in distributed ledgers (e.g. blockchain) or cached/stored locally on user devices:

• such data cannot be technically deleted or altered by Sourcery once written;
• when your Account is deactivated, we will revoke or disable the authentication mechanisms (e.g. Sourcery ID-based keys and internal references) that permit the Services to associate such on-chain or local data with your active identity or to present it within your Account;
• from that point, such data will no longer be accessible through your Account, though it may continue to exist in the underlying ledger or local device storage.

15.5. Third-Party Technology Services. Some User data may have been transmitted via API or stored in third-party software solutions, databases or blockchains;

• such data cannot be technically deleted or altered by Sourcery once transmitted and written to third-party systems;
• when your Account is deactivated, we will revoke or disable the authentication mechanisms (e.g. Sourcery ID-based keys and internal references) and APIs that permit third-party services to identity or access your Account;
• from that point, all future Account access, data transmissions will no longer be possible or accessible, though data transmitted and stored prior to deactivation it may continue to exist within the underlying third-party services.

15.6 Legal Retention. We may retain Customer Data / Trade Data and Confidential Information where required by law, to defend legal claims, or to comply with contractual or regulatory obligations, even after general deletion.

16.1 Human Rights. All Partners, including Producers, must respect internationally recognised human rights, including relevant International Labour Organization (ILO) conventions.

16.2 Social Audits. Members designated as Manufacturers, Traders and Producers may be required to maintain at least one active third-party social compliance audit (e.g. SA8000, WRAP, Fair Wear or equivalent) or equivalent internationally recognised assessment with respect to 16.1 above for all registered ‘Verified Places’ found in the Services. Sourcery may request authorised copies of a audit or assessment reports or request to engage with third-party service providers who conducted the audit or assessment at its own discretion.

16.3 Breach. Serious or repeated breaches of social compliance obligations may result in suspension, removal from programmes or termination.

17.1 Use of Marks. We may grant limited permission to use specific Sourcery Marks (e.g. logos, partner seals) in line with branding guidelines. This permission is revocable at any time.

17.2 Claims Restrictions. You must not use our Marks to make specific product-origin, fibre, composition or sustainability claims unless explicitly authorised in writing and supported by relevant assurance, chain-of-custody and impact data.

17.3 Approved Language. We may provide Brand Guidelines template for use of Marks, Claims or other language (e.g. “Sourcery Partner”, “Connect”). Any modifications require our written approval.

17.4 Language Review. From time to time, Sourcery may review language found on Commercial Partner and User websites, social media or other publicly facing marketing and communications collateral to ensure any reference to Sourcery is used in compliance with 17.1-17.3 above.

18.1 Compliance Activity. You acknowledge and agree that any Compliance Activity conducted via the Services, including through the Intelligent Impact™ solutions, may involve commercial, transactional (chain-of-custody), social and environmental data collection and processing that may be performed by Users and third parties separately from Sourcery’s core Trade Activity Services.

18.2 Role of Impact and Assurance Partners. All Compliance Activity, including data capture, analysis, risk assessments, scoring, impact outcomes, sustainability claims, and reporting, is conducted exclusively by Users or approved third-party Impact Partners and Assurance Partners. Sourcery does not conduct these assessments and acts solely as the technical infrastructure for data capture, processing, storage and transmission.

18.3 No Liability for Claims. Sourcery holds no liability for the accuracy, validity, or legality of any data or related claims, reports, or certifications generated through Compliance Activity by Impact Partners regarding commercial, chain-of-custody, social, or environmental data. We do not independently verify the methodologies or findings of these third parties.

18.4 Third-Party Marks and Disputes. The use of any Impact Partner’s seals, logos, scores, or certification marks is at the sole discretion of those third parties and subject to their specific licensing terms. Sourcery is not responsible for interrogating, validating, or defending the data, claims, data models, or decisions of any User or third-party Impact Partner or Assurance Partner.

19.1 No Warranty as to Third Parties.

We do not guarantee the performance, solvency, compliance, or conduct of any Commercial Partner, Assurance Partner, Impact Partner, or other third-party provider made available via the Services.

19.2 No Professional Advice.

The Services do not constitute legal, tax, accounting, investment, or professional services advice.

19.3 “As-Is” Service.

Except as expressly provided (e.g., in any performance warranty we may specify in written program terms), the Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee the accuracy of third-party Partner or User content, product listings, verification data, or the commercial conduct of any user.

19.4 Intellectual Property Ownership.

All software, code, algorithms, workflows, user interface designs, databases, protocols, trademarks, trade secrets, and documentation comprising the Connect Platform and Services are the exclusive proprietary property of our parent holding company, Sourcery Group, Inc., and are operated by Sourcery Partners, LLC under license. Nothing in this Agreement conveys, licenses, or transfers any title, right, or ownership interest in the Services, Platform, or underlying intellectual property to any Member, Partner, or Authorized User.

19.5 Sole Remedy Against Operating Company & Parent Liability Shield.

Members and Authorized Users expressly acknowledge and agree that this Agreement is entered into solely with Sourcery Partners, LLC. To the maximum extent permitted by applicable law:

• Members and Authorized Users irrevocably release, waive, and hold harmless Sourcery Group, Inc., along with its investors, directors, officers, employees, and agents, from any and all direct, indirect, contractual, or tortious liabilities, claims, or losses arising out of or relating to the Services, platform downtime, Trade Activity, counterparty defaults, or transactional failures.
• Any legal action, demand, dispute, or claim arising from or relating to this Agreement, the Services, or any Trade Activity must be brought exclusively against Sourcery Partners, LLC, and recovery shall be satisfied solely from the assets of Sourcery Partners, LLC.

19.6 Limitation of Liability.

To the maximum extent permitted by applicable law:

• (a) Exclusion of Indirect and Consequential Damages: In no event will Sourcery Partners, LLC, Sourcery Group, Inc., or their respective officers, directors, employees, or affiliates be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, loss of revenue, loss of business opportunities, or lost data resulting from technical interruptions, platform downtime, or data security incidents, even if advised of the possibility of such damages.
• (b) Aggregate Liability Cap: The total aggregate liability of Sourcery Partners, LLC arising out of or relating to this Agreement, the Services, or any Trade Activity will be strictly limited to the lesser of:
  • (i) the total membership or subscription fees paid by you directly to Sourcery Partners, LLC in the twelve (12) months immediately preceding the event giving rise to liability (excluding any transaction settlement amounts, escrow funds, or commodity payments); or
  • (ii) $10,000 USD.
• (c) Jurisdictional Exceptions: Some jurisdictions do not allow certain warranty exclusions or damage limitations; in such jurisdictions, the liability of Sourcery Partners, LLC and Sourcery Group, Inc. shall be limited to the maximum extent permitted by applicable law.

20.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood as confidential given its nature and the circumstances. Our Confidential Information includes technical and performance information about the Services; your Confidential Information includes Customer Data / Trade Data and non-public business information.

20.2 Use and Protection. As recipient, each party will:

• use Confidential Information only to perform obligations or exercise rights under this User Agreement;
• not disclose Confidential Information to third parties except as permitted here; and
• protect Confidential Information using at least the same degree of care it uses for its own similar information, and no less than reasonable care.

20.3 Permitted Disclosures. The recipient may disclose Confidential Information:

• to its employees, contractors, advisors and service providers who need to know and are bound by confidentiality obligations no less protective;
• to the extent required by law or legal process, provided the recipient (where lawful) gives reasonable prior notice and cooperates (at the discloser’s expense) to seek protective treatment.

20.4 Exclusions. Confidential Information does not include information that:

• is or becomes publicly known through no fault of the recipient;
• was lawfully known to the recipient without confidentiality obligations before receipt;
• is lawfully received from a third party without confidentiality obligations; or
• is independently developed by the recipient without use of the discloser’s Confidential Information.

20.5 Remedies. Breach of this Section may cause irreparable harm for which monetary damages are inadequate. The discloser is entitled to seek injunctive or equitable relief in addition to other remedies.

21.1 Our IP Indemnity. We will defend you against any third-party claim alleging that the Services, when used as permitted under this User Agreement, infringe that third party’s intellectual property rights, and will pay any damages and reasonable legal costs finally awarded against you (or agreed in settlement by us) arising from such claim.

21.2 Your Indemnity. You will defend us against any third-party claim arising from:

• your breach of this User Agreement (including Sections 10–12);
• your misuse of the Services or submission of unlawful content; or
• your use of the Services in High-Risk Activities or with Sensitive Data contrary to Section 10, and you will pay any damages and reasonable legal costs finally awarded against us (or agreed in settlement by you) arising from such claim.

21.3 Procedures. The indemnified party must promptly notify the indemnifying party of the claim (delay reduces obligations only to the extent prejudicial), allow the indemnifying party sole control of defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle any claim that imposes non-monetary obligations on the indemnified party without its prior written consent.

21.4 Mitigation. For IP claims against the Services, we may (at our option): (a) procure rights for your continued use, (b) modify or replace the Services to avoid infringement without materially reducing functionality, or (c) terminate the affected access and refund prepaid, unused fees for the remaining term.

21.5 Exclusive Remedy for Covered IP Claims. This Section 21 sets out the indemnified party’s exclusive remedy and the indemnifying party’s sole liability for covered third-party IP claims.

22.1 Term. This User Agreement starts when you first accept it and continues until terminated under this Section.

22.2 Termination by You. You may terminate by deactivating your Account via the Services, thereby ceasing all use of the Services, subject to your outstanding obligations.

22.3 Termination by Us. We may terminate this User Agreement and/or your access to Services if you materially breach it and fail to cure (where curable) within a reasonable period after notice, or immediately in cases of fraud, severe non-compliance or serious legal/compliance risk.

22.4 Force Majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (e.g. natural disasters, war, strikes, major internet outages), provided it takes reasonable steps to mitigate. If such an event materially affects the Services for 30 or more consecutive days, either party may terminate the affected access upon notice, and we will refund any prepaid, unused fees for the terminated portion of the term.

22.5 Subcontractors. We may use subcontractors and sub processors (e.g. hosting providers) to deliver the Services. We remain responsible for their performance and compliance with this User Agreement.

22.6 Effect of Termination. On termination: your right to use the Services ends; outstanding fees become due; Sections 7–9, 10.1–10.2, 13–21 and any other provisions that by nature should survive will continue in effect.

23.1 Governing Law. This User Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual or verbal disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Oregon, United States, without regard to conflict of law rules that would cause the laws of another jurisdiction to apply.

23.2 Informal Resolution and Arbitration. The parties will first attempt in good faith to resolve disputes informally for at least 90 days. If unresolved, disputes may be submitted to binding arbitration in a forum and under rules we specify (unless prohibited by applicable law, in which case you may have statutory rights to bring claims in court).

23.3 Changes to this User Agreement. We may update this User Agreement from time to time. We will notify you of material changes (e.g. by in-app notice or email) and update the “Last updated” date. Continued use after the effective date constitutes acceptance of the updated terms.

24.1 Entire Agreement. This User Agreement, together with the Privacy Policy and incorporated Policies, constitutes the entire agreement between you and us regarding the Services.

24.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force.

24.3 Assignment. You may not assign this User Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.

24.4 No Waiver. Failure to enforce any provision is not a waiver of that or any other provision.

24.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to this User Agreement except for App Distributors referred to in Section 6.3 above.

If you have any questions about this User Agreement, You can contact us:

• By email: legal@thesourcery.io
• By visiting this page on our website: https://www.thesourcery.io/contact