1) License Fee

The ROA will assess annual license fees based on the Cost & Fee Structure . The Organization is required to provide financial information necessary to assess
ROA fees at time of initial licensing and upon annual renewal of license agreement. The fees will be invoiced upon
licensing approval by the ROA.

2) Payment Due

The ROA will invoice the Organization for fees on an annual basis at the rate set forth in the Regenerative Organic
Certified® Cost & Fee Structure. Invoices must be paid within thirty (30) days.

3) Late Fees

Payments not received within sixty (60) days from the date of invoice may be charged a late fee of 3.0% per month
until the payment is received. Failure to deliver payment in a timely manner shall also be grounds for suspension
or termination set forth in Section C. 4 (Termination & Suspension).

Currency

All payments or fees paid to the ROA must be paid by the Organization in U.S. Dollars.

Bank Charges

The Organization is responsible for any cost associated with remitting payment to the ROA. The ROA will not
accept any deductions in fees or invoices to cover the cost of bank charges.

1) Terms of Use

1.1 The Regenerative Organic Certified® Marks are the Regenerative Organic Certified® mark and seals and all
other trademarks, certification seals, logos, or any other proprietary designations owned by the Regenerative
Organic Alliance and used to indicate that a product is certified per ROA’s guidelines found in the Regenerative
Organic Certified® Framework. Any use by the Organization of the Regenerative Organic Certified® Marks must
comply with the terms of this Agreement and the Labeling Guidelines & Terms of Use, provided to the
Organization by ROA and available in the ROA online Resource Directory.

1.2 The Organization is permitted to use the Regenerative Organic Certified® Marks on labeling and marketing
material solely for certified products subject to the terms of this Agreement and the documents incorporated into
this Agreement by reference.

1.3 The Organization is responsible for ensuring that all packaging and claims comply with the labeling
requirements of the USDA National Organic Program (or a recognized international equivalent). The Organization
is responsible for ensuring compliance with any other government regulations that may be applicable to product
labeling wherever product is being produced and/or sold and follow any other relevant regulatory agencies in the
product’s country of sale. The ROA is not liable for the Organization’s failure to comply with all applicable
regulations.

1.4 To the extent that the Organization provides product(s) certified per ROA’s guidelines to a retailer under a
“private label” or comparable agreement or arrangement, the Organization agrees to use its best efforts to ensure
that its retail partner (a) informs ROA of its role in the commercialization of the certified product; and (b) engages
with the ROA to execute a Private Label Retailer Agreement, either by providing the retail partner contact name
and email address or directing them to the ROA at label@regenorganic.org.

2) Governing Documents

2.1 The Governing Documents define the Regenerative Organic Certified® program. These Governing Documents
cover the various elements of working with the ROA, including registration, licensing, audits and certification,
traceability, as well as labeling and selling or representing product as Regenerative Organic Certified®.

2.2 The Organization agrees to comply with the Governing Documents that are applicable to the Organization’s
role including the Program Manual, Supply Chain Guidelines, ROA Terms and Definitions, Labeling Guidelines &
Terms of Use and Cost & Fee Structure. The Organization understands that its license and/or right to use the
Regenerative Organic Certified® Marks may be suspended, terminated, or cancelled in accordance with this
Agreement and/or these Governing Documents. Upon cancellation or termination of the Organization’s license or
rights to use the Regenerative Organic Certified® Marks, the provisions of Section 4 of this Agreement shall
automatically apply.

2.3 The Organization is subject to meeting Section 12 Buyer’s Criteria of the Regenerative Organic Certified®
Framework.

2.4 The Governing Documents, including the Labeling Guidelines & Terms of Use, are subject to change. The
ROA will provide 180 days’ notice of such changes to the Organization. Minor changes to the Governing
Documents to correct grammatic errors or to clarify languages shall be effective upon publication or as otherwise
provided for in the notice. The Organization must adhere to the Governing Documents published at the time of its
[or the operation(s) it sources from] audit.

3) Notification of Change in Compliance Status

The ROA will provide public updates regarding the certification status of operations via an online directory hosted
at RegenOrganic.org. The Organization is responsible for verifying valid Regenerative Organic Certified® status
and level of Regenerative Organic Certified® (Bronze, Silver, or Gold) of the crops/products, with the Regenerative
Organic Certified® operation(s), at the time of purchase.

4) Termination & Suspension

4.1 This Agreement may be terminated by the ROA with or without cause.

1. In the event that the ROA terminates without cause, the Organization shall have the right to sell
   through any products for which labels have been previously approved and the Organization has on-hand in
   addition to any products on shelf,
2. In the event that (i) the ROA determines that the Organization has breached or otherwise failed to
   comply with any of its obligations under this Agreement and/or the Governing Documents, or (ii) the certification
   has been suspended or revoked from the Organization’s source of all or part of its product (or ingredients of its
   product), the ROA, may provide written notice of termination to the Organization (“Notice”). In the event the
   Notice is addressed to conduct of a breach of failure by the Organization itself, the Notice will provide the
   Organization at least thirty (30) days from the date of the notice to remedy such breach or failure to the satisfaction
   of the ROA. Absent a satisfactory remedy (or in the event that the Notice is based on suspension or revocation of
   certification of the Organization’s source), the termination process outlined in Term 4.2 below will apply
   (“Termination Process”).

4.2 Termination Process: Upon termination, the Organization’s participation in the Regenerative Organic
Certified® Online Directory and use of the Regenerative Organic Certified® marks if the Organization will be
suspended. Within ten (10) business days, the Organization will submit for approval by the ROA, a detailed plan
for the cessation, phase out and/or destruction of all claims of Regenerative Organic Certified® and the
Regenerative Organic Certified® Marks associated with the Organization, including uses of Regenerative Organic
Certified® Marks on all labeling, and uses of the Regenerative Organic Certified® Marks or references to ROA in
marketing material. As part of the detailed plan, Organization must state the number of units of labeled product or
existing packaging it has in its inventory showing the Regenerative Organic Certified® Marks. The Organization
must destroy or cover over the Regenerative Organic Certified® Marks on any labeling or packaging that has not
been applied to product as of the date of its submission of the detailed plan. Organization shall be under no
obligation to sticker, remove, pull, or otherwise redirect or modify product bearing the Regenerative Organic
Certified® marks that may already be in distribution and remain on the shelf after the termination.

4.3 In the event that the Organization terminates this Agreement by withdrawing from the ROA’s certification
program, the Termination Process set out above will apply.

5) Transparency and Confidentiality

5.1 The Organization authorizes the ROA to list public summary business information via the Regenerative Organic
Certified® Online Directory. In addition, the Organization authorizes the listing of products, certified crops, and
services in the Regenerative Organic Certified® Online Directory.

5.2 The Organization agrees to allow authorized representatives of the ROA, an accreditation authority,
government entity with jurisdiction, or other governing body access to records related to products that carry the
Regenerative Organic Certified® marks. This access will be allowed under normal business hours to review and
copy records solely to determine compliance with the applicable standards, regulations, or governing law.

5.3 The Organization authorizes information from this document to be made available to relevant ROA-Approved
Certifying Bodies and auditors as needed.

5.4 The Organization authorizes the ROA or its partners to use data collected or provided by or about the
Organization to prepare and publish analyses, reports, and performance or risk metrics. All data collected shall be
published in the aggregate and anonymized in a way that the Organization shall not be identified, with the
exception of data such as brand name, product name, product package size, UPC, product claims, and other
information related to product identification and claims.

5.5 Other than as set forth in the above section, neither party to this Agreement shall disclose or publish any
information identified as confidential by the party furnishing it without the furnishing party’s express written
consent. These obligations shall survive for a period of three (3) years following the termination of this Agreement.

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