DEFINED TERMS

1)  Abandoned Well means an Inactive Well or Orphaned Well, as those terms are defined in this Addendum.

2)  Account means, individually and collectively, each unique account established by a Member to access and use the Totality Registry. A Member may have a Main Account and a Buffer Account per Holding, and a Member may have more than one Main Account and  Buffer Account, and such multiple Accounts may be associated  with one another. The  Member’s Accounts on the Totality Registry are used to store and maintain Holdings of Carbon Credits by such Member as Owner.

3)  Affiliate means, with respect to any Person, any other Person which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, but only during the existence of such relationship. Solely as used in this definition, “control” means, with respect to any Person, the ability to, directly or indirectly, direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, the composition of the board of directors of such Person, by contract, or otherwise.

4)  Applicable Law means any international, federal, state, provincial, local, or municipal law, regulation,  code, order, or other requirement  or rule of law or the rules, policies,  orders, regulations,  judgments,  rulings,  decrees,  injunctions,  authorizations,  approvals,  consents, concessions, exemptions, licenses, leases, grants, permits, franchises, rights, privileges or no- action letters, or other directions  or requirements  of any Governmental Authority  or stock exchange, including any judicial or administrative interpretation thereof and any international treaty  obligation  of  any  Governmental  Authority,  applicable  to  a  Person  or  any  of  its properties, assets, business, operations.

5)  Applicable  Standard  means a set of Applicable  Laws, standards,  definitions,  laws,  rules, regulations,  protocols,  treaties,  or  Methodologies  of  an  Applicable  Standards  Body,  as amended, modified, or replaced from time to time by the Applicable Standards Body, under which validations of projects are performed and GHG Reductions and the Carbon Credits of such projects are verified, as applicable.

6)  Applicable  Standards  Body  means  the  Person  that  (a)  promulgates  and  develops  an Applicable Standard, (b) is the governing body administering and making final and binding determinations  under such Applicable  Standard,  (c) authorizes  project developers,  project proponents, validation bodies, verification bodies, and other Persons to utilize the Applicable Standard, and (d) approves a project issuing Carbon Credits, among other actions related to GHG Reductions.

7)  Available means a status assigned to a Carbon Credit which enables that Carbon Credit to be sold and Transferred, Withdrawn, or, if applicable, Retired or Moved. All Carbon Credits in the Main Account  are considered  to be Available  unless the Carbon  Credit is Retired  (if applicable), Withdrawn, or Disputed.

8)  Buffer Account means the Account in which the appropriate number of Carbon Credits are maintained in a Holding, which prohibits the Carbon Credit from being sold or Transferred by the PD, as required by the Standard and Methodology or, if not required by the Standard and Methodology, as otherwise deemed necessary by the PD.

9)  Buyer means a Member that wishes to purchase and receive Transfer of Carbon Credits from a Seller. Buyers may have no interest or involvement in the Project that generated the Carbon Credits Transferred, other than by receipt of Transfer of such Carbon Credits.

10) Carbon Credit(s) means an intangible, non-financial environmental commodity or instrument that represents the ex-post, independently  Verified GHG Reduction of one metric tonne of carbon dioxide equivalent (MTCO2e).

11) Carbon  Dioxide  Equivalent  or CO2e  means  the respective  GHGs  equivalent  amount  of carbon  dioxide  (in  metric  tonnes)  in  terms  of  Global  Warming  Potential,  calculated  in accordance with the applicable Methodology.

12) Co-Benefits  means the Environmental  Attributes, instruments, and/or commodities, and/or any benefit, improvement, protection, and/or beneficial outcome for the environment and/or society created by a Project, with the exception of Carbon Credits and GHG Reductions.

13) Confidential Information means:

1. a) All information provided by one Party to another Party in accordance with the Totality

Registry Terms of Service, including but not limited to:

1. i) information concerning  the business  and affairs  of a Party  and  its  Affiliates  and customers,  any  analysis,  information,  pricing  or other  information  related  to  any Carbon Credits, or transactions, any Account information, and
2. ii) any information to which Member, Totality, or any third party (to the extent such third party owes a duty of confidence to Member or Totality) has rights,
3. b) Which information   is  marked  to  expressly   indicate  its  confidential,   restricted,  or proprietary  nature by the Party having  rights  in the same, or which, under all of  the circumstances,   a  reasonable   businessperson   should  know  to  treat  as   confidential, restricted, and/or proprietary, and
4. c) Shall not include information:
5. i) That consists  of  Documentation,   except  to  the  extent  of  information   in   such Documentation which is clearly marked as “Confidential and Proprietary”, as agreed by the Parties;
6. ii) That is, as of the time of its disclosure or thereafter becomes part of the public domain through a source other than the receiving Party that is not, to the receiving  Party’s knowledge after due inquiry, under any obligation of confidentiality  with respect to such information;

iii) That was known to the receiving Party without obligation of confidentiality as of the time of its disclosure; issuing Carbon Credits, among other actions related to GHG Reductions.

1. iv) That is independently developed by the receiving Party without reference to or use of the Confidential Information of the disclosing Party;
2. v) That subsequent to its disclosure is received by the receiving Party from a third party not, to the receiving Party’s knowledge after due inquiry, subject to an obligation of confidentiality with respect to the information disclosed; or
3. vi) With respect to which the disclosing Party provides to the receiving Party under an express waiver of any confidentiality protection under the Totality Registry Terms of Service.

14) Corporate Change in Control means any event that results in a Person gaining the ability to, directly or indirectly, direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, the composition of the board of directors of such other Person, by contract, or otherwise.

15) De-Listed means Carbon Credits that have been removed from the Totality Registry.

16) Dispute  means  any  disagreement,  claim,  allegation,  concerning  the  generation,  creation, ownership,  validity,  legality,  enrollment,  or  registration  of  any  Project,  or  the  creation, ownership,  validity,  legality,  Withdrawal,  Retirement,  sale,  Movement,  or  Transfer,  as applicable, of Carbon Credits that may arise between Member and any third party, including Totality or any other Member, or any disagreement, claim, or allegation arising in connection with the Totality Registry Terms of Service or Registry Rules.

17) Disputed means a status assigned to a Carbon Credit which is involved in a Dispute, which status prevents the Carbon Credit from being Retired, sold, Moved, or otherwise Transferred.

18) Documentation means,

1. a) with respect  to  a PD:  all Onboarding  Data,  Reports,  data,  documentation,  and  other information requested by Totality with respect to a PD, its Projects, and the Carbon Credits generated or expected to be produced by such Projects and submitted by PD in connection with  the  onboarding  of  such  PD  as  a  Member,  the  onboarding  of  its  Projects,  the submission of such Carbon Credits for Listing by Totality on the Totality Registry, and otherwise to enable Totality to provide the Services; and
2. b) with respect to a Buyer: all Onboarding Data, and all other data, documentation,  and information  requested  by  Totality  with  respect  to  Buyer  and  submitted  by  Buyer  in connection  with the onboarding  of such Buyer as a Member  and otherwise  to  enable Totality to provide the Services.

19) Electronic Record means a record created, generated, sent, communicated, received, or stored by electronic means. As used in this definition, the term “record” means information that is inscribed  on a tangible medium or that is stored in an electronic  or other medium  and is retrievable in perceivable form.

20) Environmental  Attributes  means the GHG Reductions associated with the Carbon Credits generated  by  the  Project.  Other  measurable  impacts  associated  with  any  Co-Benefits generated by the Project may also be considered Environmental Attributes. The holder of the Environmental  Attribute has the exclusive legal property right to exercise control over the Environmental Attribute and to enjoy its benefits.

21) Experienced  Person means a Person with the requisite training and field experience  with direct  capture,  sampling  and other  relevant  measurement  methods  to (a) analyze  the gas measurement  instrumentation  being  used  by  a Project  with  respect  to  the  Standard  and Methodology  and  (b)  objectively  and  accurately  quantify  methane  to  determine  GHG Reductions of a Project.

22) Fee means the rates, amounts, or charges assessed by Totality for the Totality Registry or other Services provided by Totality, as modified by Totality from time to time pursuant to the Totality Registry Terms of Service.

23) Fee Schedule means Totality’s listing of the Fees, as modified by Totality from time to time pursuant to the Totality Registry Terms of Service.

24) Feedback     means     those     suggestions,     functionality     or     enhancement     requests, recommendations, and feedback on the Services or the Totality Registry provided by Member or any User.

25) Force Majeure means an event or circumstance that was not within the reasonable control of a Party and occurring without fault of such Party, and includes, without limitation, acts of God,  drought,  landslides,  volcanic  eruption,  storm,  fire,  flood,  earthquake,  epidemic, pandemic,  or similar  naturally  occurring  disaster  or catastrophe,  act  of  a  Governmental Authority (other than changes in, or enforcement of, Applicable Laws), act of terror, civil unrest or war, state of emergency, accident, explosions, labor strikes or difficulties (other than those involving the Party’s employees), power outages, computer attacks or malicious acts, or failures of service of any telecommunications,  internet, cloud computing, or hosting service carrier or provider. The following events and circumstances are not Force Majeure: the loss or  failure  of  the  markets  for  the  sale  or  resale  of  Carbon  Credits;  Member’s  inability economically to use or resell the Carbon Credits; Member’s ability to generate Carbon Credits and have such credits or other offsets listed with another platform or registry on terms superior to terms herein; or any Reversal or Over-Issuance. With respect to a Party’s obligation to make payments hereunder, Force Majeure will be only an event or act of a Governmental Authority that on any day disables the banking system through which a Party makes such payments.

26) GHGs means any of the six gases listed in Annex A to the Kyoto Protocol to the United Nations Framework Convention on Climate Change.

27) GHG or Sustainable Accounting Standards means the GHG Protocol Corporate Accounting and Reporting Standard developed by the World Resources Institute and the World Business Council for Sustainable Development.

28) GHG Reductions  means the reduction, avoidance, removal, and/or sequestration  of GHGs from the atmosphere, measured in one metric tonne units.

29) Governmental Authority means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative,   legislative,   executive   or   otherwise),   court,   tribunal,   commission   or commissioner,  bureau, minister  or ministry,  governmental  or voluntary  board, agency, or association, or other regulatory authority, including any securities or commodities regulatory authorities or stock exchange, and any insurance regulatory department.

30) Holding means a collection of Carbon Credits held by the same Owner in such Owner’s Main Account, and are all either Available, Withdrawn, Retired, or in the Owner’s Buffer Account, as applicable, and for which collection of Carbon Credits are associated with the same Project.

31) Inactive  Well means  “an unplugged  well that has  had no reported  production,  disposal, injection, or other permitted activity for a period of greater than 12 months.”[1]

32) Indemnified   Parties  means,  collectively,  Totality  and  its  Affiliates,  and  any  of  their successors and assigns, and any of their employees, directors, officers, agents, contractors, and representatives.

33) Insolvency Event means, in respect of any Person, any one or more of the following events or circumstances whereby such Person (i) becomes insolvent or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due; (ii) admits in writing its inability to pay its debts generally or declares any general moratorium on its indebtedness or proposes a compromise or arrangement between it and any class of its creditors or makes a general assignment  for the benefit of creditors; (iii) has a receiver, receiver and manager, examiner or liquidator appointed, or such Party makes any composition or arrangement with its creditors; or (iv) takes any action, corporate or otherwise, to approve, effect, consent to or authorize any of the actions described in the foregoing paragraphs (i) through (iii) or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof.

34) Insurance  Policy  means  contractual  obligations  undertaken  by  an  insurer  to  cover  any financial  loss or injury incurred  by an insured  party as the result of any Reversal,  Over- Issuance, or any other incorrect quantification or reporting of a Project’s Carbon Credits.

35) Intellectual  Property  Rights  means  all  rights  in  any  patent,  copyright,  database  rights, registered design or other design right, utility model, trade mark (whether registered or not and including  any rights in get up or trade dress), brand name, service mark, trade  name, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights owned, used, or intended to be used, by a Party whether or not registered, registrable or patentable.

36) List, Listed, or Listing means putting the Carbon Credits on the Totality Registry.

37) Losses means, collectively,  all losses (including  any decrease  in the value of the  Carbon Credits, whether  or not realized), damages, judgments, awards, penalties,  fines,  costs and expenses, including, without limitation, any amounts paid in settlement or compromise and any fees and costs of counsel and experts, incurred  in connection  with  any proceedings, actions, claims or demands. For the avoidance of doubt, Losses include, and are not limited to, any Losses arising out of or related to:

1. a) any inaccuracy, error, or delay in or omission of any data, information, or service, or the transmission or delivery of any data, information, or service;
2. b) any interruption of any such data, information, or service (whether or not caused by such Indemnified Party);
3. c) any financial, business, commercial or other judgment, decision, act or omission based

upon or related to the data or information, or the Totality Registry; or

1. d) any enforcement efforts, investigation, audit, or inquiry of any Governmental Authority, other regulator or other industry standards setting body with respect to Member, Member’s Projects (if any), the Carbon Credits, Member’s use of the Totality Registry, or receipt of the Services.

38) Main Account means a Member’s Accounts on the Totality Registry that is used to store and maintain Carbon Credits of such Member that are Available.

39) Marks means, collectively, the names, logos, trademarks, and service marks of Totality or any of its Affiliates.

40) Material  Adverse  Effect means any event, occurrence,  change  or effect that, when  taken individually or together with all other events, occurrences, changes or effects: (i) materially limits, restricts or impairs or is reasonably  likely to materially  limit, restrict or  impair the ability of: (a) Member to perform any of its obligations under the Totality Registry Terms of Service or Registry Rules; (b) PD to develop or operate the Project in accordance with the Standard and Methodology; or (c) Totality to exercise its rights or remedies under or pursuant to the Totality Registry Terms of Service or Registry Rules; or (ii) causes or is reasonably likely to cause any significant  decrease  to expected  generation  of Carbon  Credits from a Project of PD; provided, in each case, that it shall not include any event, occurrence change or effect resulting exclusively from any change in Carbon Credit prices.

41) Materials means any and all Intellectual Property Rights in and to the Totality Registry, the Services, the Registry Rules, the Software, and the Totality Website, and any improvements, design contributions,  or derivative  works thereto, and any knowledge or  processes related thereto and/or provided hereunder, and shall include all Intellectual Property Rights owned by Totality  and any of its Affiliates,  and all materials  in the  Totality  Registry  owned  by Totality  or  by  other  parties  that  have  licensed  their  material  to  Totality,  as  well  as  all anonymized  and/or  aggregated  data derived  from  use of the  Totality  Registry,  including Listing Carbon Credits on the Totality Registry and the provision of Services.

42) Member means the Person named in the Totality Registry as the Account holder and shall consist of (i) a Person making use of the Totality Registry on its own behalf or as agent on behalf of any of its Affiliates, and (ii) a Person who obtains the express authority of another Person to open and operate Account(s) to manage Carbon Credits for the benefit of such other Person. Unless the context expressly implies otherwise, the term Member includes all Users of such Member.

43) Methodology  means  a documented  set of procedures  or requirements  set forth  under  an Applicable Standard for the quantification of GHG Reductions produced or generated by a project on the basis of which Carbon Credits may be issued.

44) Mineral Estate means Minerals, including oil and gas, beneath the surface of a tract of land.[2] Mineral Estate is to be interpreted consistent with Texas law.

45) Monitoring  means  the  ongoing  process  of  performing  repeated  Verifications  of  GHG

Reductions generated by a Project, and the related Carbon Credits, at such times as required by the Standard and Methodology.

46) Movement means the transfer of Carbon Credits between Accounts operated by such Member pursuant  to Transfer  Instructions  submitted  by such  Member,  all in accordance  with  the Registry Rules. Moved and Move shall have corresponding meanings.

47) Onboarding Data means the data, documents, executed PD Agreement and Totality Registry Terms of Service, and information  provided by a Person with respect to  onboarding  such Person and its Projects (if any) as a Member of the Totality Registry in accordance with the Totality Registry Terms of Service, and the Registry Rules.

48) Order means any order, directive, decree, resolution, judgment, ruling, award or injunction.

49) Orphaned Well means “A Well for which (A) for which the Commission has issued a permit; (B)  for  which  production  of oil or gas  or another  activity  under  the  jurisdiction  of the commission has not been reported to the commission for the preceding 12 months; and (C) whose operator’s commission-approved  organization report has lapsed.”[3]

50) Over-Issuance  means any event, condition, or circumstance  that results in the quantity  of Carbon Credits issued to a Project under the terms of the Verification Report, including those in a Buffer Account  (if any), to exceed  the quantity  of GHG Reductions  that the  Project actually generated and for which Carbon Credits were issued.

51) Owner means the Member, acting on its own behalf or acknowledged as acting for the benefit of another Person, which is identified by the Totality Registry as the entitlement holder (as that term is defined in UCC Article 8) of the Carbon Credit, such Member having the power to avail itself of all or substantially all the benefit of such Carbon Credit, and the exclusive power to (i) prevent others from availing themselves of substantially all the benefit from the Carbon Credit and (ii) authorize the sale and Transfer of the Carbon Credit to another Person; and which Member is enabled by the Totality Registry to exercise such powers to the extent permitted by the Totality Registry Terms of Service and Registry Rules.

52) Owner Certificate means a document evidencing the status of a Member as the current Owner of a Carbon Credit which the Member may provide to third parties as documentation of its interest in the Carbon Credit and status on the Totality Registry as the Owner of such Carbon Credit.

53) Party or Parties means, individually and collectively, Totality and Member.

54) PD means a Member or an Affiliate of such Member that is the project developer with the overall control of, and responsibility for, a Project. PD also includes a Project Proponent.

55) PD Agreement means the written Totality Registry Project Developer Agreement between Totality and a Member that is a PD, which agreement governs PD’s use and receipt of the Services, including the Listing of Carbon Credits on the Totality Registry, in the form and format set forth in the Registry Rules.

56) Person means and includes individuals,  corporations,  bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies,  trusts, banks, trust companies,  Governmental  Authorities,  or any other type of organization or entity, whether or not a legal entity.

57) Plugged means an Abandoned Well is Plugged when “verification is satisfactory and meets Commission requirements.”

58) Possessory  Right means the present right to use, control, or possess property. Possessory Right is to be interpreted consistent with Texas law.

59) Project means a Project Developer’s project, process, policy, program, and/or set of activities that have generated, resulted in, created, and/or produced GHG Reductions that are eligible for issuance of Carbon Credits under a Standard and Methodology which Carbon Credits may be eligible for Listing on the Totality Registry under the Totality Registry Terms of Service and Registry Rules.

60) Project Proponent means a Person contractually responsible for the operation of a Project on behalf of a PD.

61) Purchase and Sale Agreement means the written agreement between a Seller and a Buyer for the sale, purchase, and Transfer of Carbon Credits of the Seller, in the form and format set forth in the Registry Rules.

62) Registry Rules means the Member rules, requirements, and procedures provided by Totality or published  on the Totality  Website  regarding  the Totality  Registry,  the Services, or the Totality Website, as such rules, requirements, and procedures may be modified, amended, or supplemented by Totality from time to time.

63) Report(s) means, individually and collectively, complete and accurate Validation reports and Verification  reports with respect to a Project, the generation  of GHG Reductions  by  such Project, and the Verification of such GHG Reductions as Carbon Credits, for submission by PD in connection with onboarding a Project onto the Totality Registry and/or the Listing of such Project’s Carbon Credits.

64) Retired means a status assigned to a Carbon Credit which signifies that the Carbon Credit and the associated GHG Reductions have been consumed, used, realized, claimed or otherwise applied by the Buyer, on its own behalf or on behalf of another Person. Retired Carbon Credits cannot  be  further  Retired,  sold,  Moved,  or Transferred,  nor  can  they  be  Withdrawn  by Totality.

65) Reversal means an intentional or unintentional event which results in a net reduction in GHG Reductions generated by a Project compared to those previously estimated to be generated or otherwise  supported  by the prior Verification  Report,  as applicable,  under  which Carbon Credits were issued. A Reversal is not a Force Majeure event.

66) Sanctioned Person means any Person that is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being (i) owned, held or controlled by any Person which is a designated target of Sanctions, (ii) located or resident in, a national of, or organized under, the laws of any country that is subject to general or country-wide Sanctions, (iii) a “designated person,” a “politically exposed foreign person,” or a “terrorist group” as described  in any Sanctions, or (iv) any Person named on the list of Specially  Designated Nationals and Blocked Persons List maintained by The Office of Foreign Assets Control of the US Department of the Treasury.

67) Sanctioning  Body  means  any Governmental  Authority  (including  The Office  of  Foreign Assets Control of the US Department of the Treasury) which imposes economic sanctions or governs transactions in controlled goods or technologies or dealings with countries, entities or organizations or individuals subject to trade, economic or financial sanction or embargo or restrictive measures.

68) Sanctions means any trade, economic or financial sanction or embargo or restrictive measure enacted, imposed, administered, or enforced from time to time by any Sanctioning Body.

69) Seller means a Member that wishes to sell and Transfer Carbon Credits to a Buyer under a Purchase and Sale Agreement. Seller may be the PD of the Project that generated the Carbon Credits to be sold and Transferred.

70) Services  means  Totality’s  provision  of  access  to  Members  of  the  Totality  Registry  via software-as-a-service and related services, including, but not limited to, listing of Projects and Listing their associated Carbon Credits on the Totality Registry.

71) Settlement Date means the date identified in a Purchase and Sale Agreement for settlement of the Transfer transaction, including physical delivery of the Carbon Credits to the Buyer’s Account and, if applicable under the Purchase and Sale Agreement, receipt of payment of the purchase price to Seller.

72) Software means the Totality proprietary  software and its related user interfaces which  are used  by  Totality  to  provide  the  Totality  Registry  and  the  Services,  and  all  upgrades, modifications,   adaptations,  derivative  works,  and  enhancements   to  such  property  and materials, and all and the Intellectual Property Rights related thereto.

73) Standard  and  Methodology  means,  collectively,  the  Applicable  Standard  (if  any)  and Methodology (if any) applicable to a Project.

74) Taxes means all taxes, surtaxes, duties, royalties, levies, imposts, tariffs, fees, assessments, reassessments,  withholdings,  dues, contributions  and other charges and impositions of any nature, whether disputed or not, imposed, levied or charged by or on behalf of a Governmental Authority, and instalments in respect thereof, including such amounts imposed or collected on  the  basis  of:  income;  profit;  revenue;  capital;  real  or  personal  property;  payments; deliveries  or transfers  of property  or payments  of any kind to  residents or non-residents; purchases; consumption; sales; use; ad valorem; value added; stamp; gross receipts; licenses; environment; import, export of goods and services; distributions; registration of documents; occupation;  labor;  or equity;  together  with  penalties,  fines,  additions  to tax  and  interest thereon; and Tax shall have a corresponding meaning. Taxes do not include any Taxes based on Totality’s net income or net worth.

75) Totality means Totality AI LLC.

76) Totality  Registry  means  Totality’s  proprietary  centralized  system  for  the  managing  and tracking of Projects and their associated Listed Carbon Credits.

77) Totality Registry Terms of Service means the Totality Registry terms of service agreed to and accepted by the Member during the Account opening process, on Member’s own behalf and for the benefit of any other Person by whom such Member is authorized to make use of the Totality Registry and manage Carbon Credits in an Account, as modified by Totality from time to time.

78) Totality  Website  means https://www.totality.ai/  and such other websites  as designated  by Totality from time to time.

79) Trade Controls means United States export control and trade sanctions laws and regulations.

80) Transfer means the physical delivery of Carbon Credits from a Seller’s Main Account to a Buyer’s Account, and payment of the purchase price, resulting in the Buyer being designated on the Totality Registry as the Owner of the Carbon Credits, all in accordance with the terms of a fully executed Purchase and Sale Agreement and the Registry Rules. Transferred shall have a corresponding meaning.

81) Transfer Instruction means the electronic instruction submitted by a Member to Totality to cause the Movement of Carbon Credits in accordance with the Registry Rules.

82) UCC Article 8 means Article 8 of the Uniform Commercial Code as adopted by each of the states of the United States of America.

83) User means those individuals who are employees, contractors, or agents of Member expressly authorized by Member to be provided with access credentials for the purpose of accessing and using the Member’s Account(s), the Services, and the Totality Registry in  compliance with the Terms of Service and any PD Agreement executed by the Member.

84) Validate, Validation and Validated  means the act of a Validation  Body to confirm  that a Project meets the requirements of the Standard and Methodology and Applicable Law, each as applicable to the Project and the Standard and Methodology.

85) Validation Body means an independent,  unaffiliated,  arms-length,  third-party  Experienced Person  authorized  by  the  Applicable  Standard  and/or  the  Applicable  Standards  Body  to perform Validation.

86) Verification Body means an independent, unaffiliated, arms-length, third-party Experienced Person  authorized  by  the  Applicable  Standard  and/or  the  Applicable  Standards  Body  to perform Verification.

87) Verification Date means the date a Verification Report was issued.

88) Verify, Verification, and Verified means either the act of a Verification Body to confirm or assure that GHG Reductions associated with a Project were generated and the Carbon Credits calculated based on the requirements of a Standard and Methodology.

89) Vintage means the time period (e.g., year, month, date, week, time) required by the Standard and Methodology during which the Carbon Credit subjected to Listing was generated by a Project.

90) Well: “A hole drilled for the purpose of: (A) producing oil or gas; (B) injecting fluid or gas in the ground in connection with the exploration or production of oil and gas; (C) obtaining geological  information  by  taking  cores  or through  seismic  operations;  or (D)  producing geothermal energy and associated resources that are subject to the jurisdiction of the Railroad Commission of Texas.”[4]

91) Withdrawn  means a status assigned to a Carbon Credit as a result of a Reversal or Over-Issuance, or other reasons permitted in the Registry Rules, which prohibits the Carbon Credit from being sold, Transferred or, if applicable, Retired or Moved by the Owner. Withdrawal and Withdraw shall have corresponding meanings.