About this document

This is the instrument that participants accept electronically during registration on the Carrot platform, under Clause 10. The version published here is 1.4, currently in force.

The global Terms and Conditions, the Privacy Policy, the Terms and Conditions for the Purchase and Sale of Tokenized Environmental Credits, and the Rewards Distribution Policy form part of this Agreement by reference, in the order of precedence set out in Clause 1.3.

This English version of the Platform Usage Agreement (Brazil), version 1.4, is legally binding. In the event of any divergence of interpretation between this translation and the Portuguese original, the Portuguese version prevails.

Version 1.4 — March 2026

PLATFORM USAGE AGREEMENT

Circular Economy and Environmental Assets Network

UNDERSTAND WHAT THIS AGREEMENT MEANS

YOU do... · CARROT does... · How are you rewarded?

You share data about your environmental actions (e.g., collection, sorting, and recycling) on the Carrot platform through the Network Integrator, an intermediary traceability platform accredited by Carrot.

Carrot validates those actions, turns them into tokenized Environmental Credits (Recycling Credit or Carbon Credit), and makes them available for sale on regulated or voluntary markets, whether domestic or international.

When a sale takes place, you automatically receive your share of the proceeds, according to your role in the chain, without having to sell anything yourself and at no cost.

✓ What this means for you

• You pay nothing to use the platform.
• You do not have to sell anything yourself.
• You may leave Carrot's credit program at any time, with no penalty.
• Your personal data is protected by encryption and is not publicly exposed without your authorization.

IDENTIFICATION OF THE PARTIES

THE USER

User: the individual or legal entity identified by the data provided and validated in the registration and identity verification process (KYC/KYB) carried out on the Carrot platform, operated by Carrot Foundation. The information provided by the User in the registration form — including, without limitation, full name or corporate name, CPF or CNPJ, address, email, contact details, and other identification information, as well as any attached documents — forms part of this Agreement by reference, as if transcribed herein, and makes up the inseparable body of the contractual instrument, the User being fully aware that any subsequent registration changes duly recorded on the platform will automatically become part of this Agreement.

THE PLATFORM

CARROT FOUNDATION

Swiss Foundation — Articles 80 et seq. of the Swiss Civil Code.

Registered seat: Sielva Management SA, Gubelstrasse 11, Zug 6300, Switzerland.

Tax ID: UID# CHE-152.448.302.

President: Ian Clayton McKee.

legal@carrot.eco

Carrot and the User (jointly, the "Parties") accept and establish the following terms and conditions:

1. PURPOSE

✓ What this means for you

This agreement governs how you use the Carrot platform and how the environmental partnership works — from your first record through to receiving your rewards.

1.1 This Agreement governs the User's access to and use of the Digital Environmental Verification Platform (VDA/dMRV), including the recording of circular economy actions, the issuance of Tokenized Environmental Credits (CRT/CCT), and the distribution of Environmental Rewards to eligible Participants.

1.2 The User acknowledges that the Network brings together different profiles — Generators, Haulers, Processors, Recyclers/Final Destination Facilities, Integrators, and Auditors — and that the permissions, obligations, and Reward percentages for each profile are detailed in the platform's Terms and Conditions of Use (T&C) and in the Rewards Distribution Policy, incorporated into this Agreement by reference.

✓ What this means for you

Adherence by Reference: Following the global standard among technology companies, this instrument formalizes our union, while operational details and technical methodologies remain in the T&C (https://docs.carrot.eco/en/docs/legal/terms-and-conditions). This allows the ecosystem to evolve without constant contractual bureaucracy, enabling the ecosystem to scale.

1.3 The documents forming part of this Agreement prevail in the following order in the event of conflict: (a) T&C (https://docs.carrot.eco/en/docs/legal/terms-and-conditions); (b) Terms and Conditions for the Purchase and Sale of Tokenized Environmental Credits (https://docs.carrot.eco/en/docs/legal/token-sales-terms); (c) this instrument; (d) Privacy Policy (https://docs.carrot.eco/en/docs/legal/privacy-policy) and Rewards Distribution Policy (https://docs.carrot.eco/en/docs/standard/policies/rewards-distribution).

2. ADHERENCE TO THE TERMS AND CONDITIONS

✓ What this means for you

By signing this Agreement, you confirm that you have read and understood the platform's rules.

When the rules change, you will be notified by email in advance. If you do not agree, you may leave at no cost.

2.1 The User declares that they have read, understood, and fully accepted: (a) the Terms and Conditions of Use (https://docs.carrot.eco/en/docs/legal/terms-and-conditions) and (b) the Terms and Conditions for the Purchase and Sale of Tokenized Recycling and Carbon Credits (https://docs.carrot.eco/en/docs/legal/token-sales-terms).

2.2 The Platform may update this Agreement or the documents incorporated into it to reflect operational, technological, or legal changes. The User will be notified by email at least 15 (fifteen) days before the changes take effect.

2.3 Should the User disagree with any update, they may close their account at no cost before the effective date. Failure to respond will be interpreted as acceptance.

2.4 Official communications will take place by email. The User undertakes to keep their email address up to date.

2.5 In the KYC/KYB process (Know Your Customer/Know Your Business), the User must provide truthful and complete identification information. In the case of a legal entity, the legal representative must evidence their authority to represent it.

3. HOW YOUR ENVIRONMENTAL IMPACT BECOMES AN ASSET OF VALUE

✓ What this means for you

For your environmental impact to have market value, we need to demonstrate to credit buyers that the system for validating, verifying, and measuring credit issuance is complete and accurate, and that the impact generated is measured conservatively.

It is also essential to credit integrity that double counting be impossible — that is, the mass sent to Carrot's credit generation program cannot also be sent to another credit generation system.

That is what ensures the buyer pays for it — and that you receive your share. For this reason, when you record an action on the platform, you transfer to us exclusively the right to issue and sell the credit for that specific action.

You remain free to leave the platform whenever you wish. What you may not do is record the same action elsewhere — that would destroy the value of that specific credit, as well as the reputation of the system, harming every other participant.

3.1 For your environmental impact to have market value, the Platform must be the only entity authorized to issue the credit associated with each recorded action. That exclusivity is what assures the buyer that the credit is unique, verified, and of unimpaired integrity — and what assures you that you will receive your share of the proceeds. For this reason, when recording an action on the platform, the User transfers to the Platform, exclusively and irrevocably, the right to issue and sell the Tokenized Environmental Credit (CRT/CCT) corresponding to that specific action, including the environmental reporting rights (by means of retired credits) and the Environmental & Social Claims arising from it, pursuant to Section 4 of the T&C. From the retirement of the credit onward, the buyer takes ownership of the right to declare the environmental offset (Environmental Claim).

3.2 This transfer of rights is restricted in scope to the recorded action: the User assigns the right over the credit for that action — not over their company, their future operations, or any other asset.

3.2.1 The transfer of rights set out in this Clause 3 neither reflects nor implies any present monetary value in the data or environmental actions shared by the User. The commercial value of any Environmental & Social Claim arises exclusively from the Platform's application of the Methodology, the validation of the circular economy action, the issuance of the corresponding credit or token, and its actual sale to a Token Buyer — a cycle that may or may not be completed. No individual User holds title over any MassID, since the environmental gain represented by each credit results from the collective contribution of multiple Participants in the chain of custody, each receiving only their proportional share of the proceeds, in accordance with the Rewards Distribution Policy, when an actual sale occurs. The exclusive and irrevocable nature of the transfer serves exclusively to preserve the integrity of the credit program, for the protection of all Participants, Token Buyers, and the ecosystem as a whole. No liability falls upon the Platform solely by reason of this transfer should the Token not be issued or sold in connection with the respective circular economy action.

3.3 The Carrot Platform, after validating the data of the Circular Economy action (MassID, ProductID) and confirming it against official local documents (e.g., the Waste Transport Manifest (MTR) and/or equivalent documents), holds the exclusive right to issue and sell the credits (CRT/CCT) related to the MassID. Traceability of the mass, MassID, identifying the participants in the final route through to a recycler audited and accredited by Carrot Foundation, and evidence of final destination via MTR with data verified by Carrot's system are the sole requirements for the validity of issuance in Brazil. The sale of the credits is not conditioned on the prior onboarding of Chain of Custody Participants other than the Recycler — only on the identification of the participants in the final route. (Note: the rewards allocated to the remaining participants will remain available for a set period.)

3.4 Recording the same environmental action in another certification and credit issuance system — in whole or in part — constitutes double counting. This compromises the integrity of the credit sold to the buyer and of Carrot's credit program. It harms the other participants in the network and subjects the User to immediate suspension, return of amounts received, and civil and criminal liability, pursuant to item 11 of the T&C.

3.5 Closure of the account by the User does not affect the transfer of rights carried out over actions already recorded and validated before closure. The corresponding credits remain valid and the rewards will be distributed as normal.

4. YOUR ENVIRONMENTAL REWARDS · HOW THE FINANCIAL RETURN WORKS

✓ What this means for you

When a buyer acquires the credit generated by your action, you automatically receive your share of the proceeds — without having to do anything beyond recording the data correctly.

You have 90 days to provide a digital wallet to receive the rewards and withdraw the amount.

Everything runs through a smart contract, with no intermediaries.

How much you receive depends on your role in the chain and on the sale value of the credit — the percentages are in the Rewards Distribution Policy.

⚖ Legal nature of the Reward — with tax effect

Rewards constitute a distribution of a share of the proceeds obtained by the Platform on the sale of the Credits to third-party buyers.

Rewards do NOT constitute, for any legal or tax purpose: (a) consideration for a service rendered by the User; (b) remuneration, salary, or professional fees; (c) proceeds from the sale of an asset or right by the User; nor (d) the User's own operating revenue.

Each party is individually responsible for the taxes due from it on the amounts received, pursuant to Clause 6.

4.1 The Platform will distribute to the User, automatically by means of Smart Contracts, a share of the proceeds obtained on the sale of the Environmental Credits, in accordance with the percentages set out in the Rewards Distribution Policy in force on the date of each sale (https://docs.carrot.eco/en/docs/standard/policies/rewards-distribution).

4.2 Rewards constitute, for all legal and tax purposes, a distribution of the proceeds of a commercial transaction carried out by the Platform — not consideration for a service rendered by the User, proceeds of a sale by the User, or remuneration of the User. This qualification is binding between the Parties.

4.3 The right to a Reward is conditioned upon: (a) completion of onboarding with KYC/KYB approval; (b) full acceptance of this Agreement and the documents incorporated into it; and (c) validation of the environmental action data under the applicable methodology.

4.4 The withdrawal period is 90 (ninety) calendar days from the date the amount is made available in the Smart Contract. Once that period elapses without redemption, the amount will be transferred to the Community Impact Pool, extinguishing the User's right over that amount.

4.5 The Platform does not guarantee any minimum Reward amount or any set timeframe for sales to occur. Rewards are conditioned upon the Environmental Credits actually being sold to buyers. Should the Credits not be sold, no Reward will be due, and the User will have no right to any compensation, reimbursement, or consideration by reason of the absence of a sale. The User declares awareness that the transfer of rights set out in Clause 3 does not, in itself, create a vested right to receive any amount.

4.6 Rewards will be paid in USDC, in accordance with the Distribution Policy. The User is responsible for maintaining an active and compatible digital wallet. The Platform is not liable for loss of access to the wallet.

Special responsibility of the Recycler / Final Destination Facility

4.7 The accredited Recycler acting as Final Destination Facility and Project Developer assumes responsibility for the final destination and treatment of the waste and for actively inviting the other participants in the chain (Generator, Hauler, Processor) to complete onboarding and redeem their Rewards within the 90-day period, processing their data in compliance with the LGPD.

5. PERSONAL DATA PROTECTION — LGPD

✓ What this means for you

We collect only the data needed to validate your identity, record your actions, verify and certify credits, and transfer your Rewards.

Sensitive data is kept on encrypted servers. No data is published without your authorization.

You may access, correct, or request deletion of your data: operations@carrot.eco.

The Parties warrant compliance with Law No. 13.709/2018 (LGPD) and undertake to process personal data exclusively for the purposes of this Agreement.

5.1 Roles under the LGPD

5.1.1 For the data the User enters about their own operations (MassIDs, generation data, employee information), the User acts as Controller and the Platform as Processor.

5.1.2 For the data required for KYC/KYB, credit issuance, and Reward distribution, the Platform acts as an independent Controller.

5.1.3 Neither party will be held liable for acts or breaches of data protection legislation committed by the other party, its agents, and/or contractors. To understand how your personal data is collected, processed, stored, and protected by the Platform, consult our Privacy and Data Protection Policy, available at (https://docs.carrot.eco/en/docs/legal/privacy-policy), drawn up in compliance with Law No. 13.709/2018 (LGPD).

5.2 Obligations of the Parties

• Promote a culture of data protection among employees.
• Adopt security measures capable of protecting data against unauthorized access.
• Delete or anonymize data once the purpose has been achieved or the Agreement has ended.
• Maintain an incident response plan and an active data governance program.

5.3 Specific data processing

5.3.1 The User consents to their identification data being used for: (i) identification and validation of participants (KYC/KYB); (ii) chain of custody traceability; (iii) credit issuance; (iv) Reward distribution; (v) compliance with legal obligations; and (vi) public recognition of the organization's environmental impact, pursuant to Section 7A of the Global Terms and Conditions (Impact Recognition Program), the User being able to revoke that authorization at any time by written notice to legal@carrot.eco.

5.3.2 Data of Generators and Haulers will be masked in public interfaces, visible only to the Platform and to accredited Auditors. Public visibility depends on express consent given at onboarding.

5.3.3 The Platform implements TLS/SSL encryption in transit and AES-256 at rest. Identifying data is not written directly on-chain — hashing is used for traceability without exposing identity.

5.3.4 The User's failure to comply with LGPD obligations may give rise to immediate termination of this Agreement.

5.3.5 In the event of a security incident carrying material risk, the Platform will notify the User and the ANPD within the statutory deadlines.

6. TAX RESPONSIBILITY

In plain language

Each party is responsible for its own taxes. The Platform neither withholds nor collects tax on the User's behalf — except where the law expressly requires it.

The Reward you receive is not a salary and is not a service invoice. But income tax may apply depending on the amount and on your tax situation.

We strongly recommend that you consult an accountant or a tax lawyer.

6.1 Each Party is exclusively responsible for meeting its tax obligations before the tax authorities of its jurisdiction.

6.2 Rewards constitute a distribution of the proceeds of a third party's commercial transaction — neither service revenue nor the proceeds of disposing of an asset. That qualification does not exclude the possible levy of taxes on the accretion to the User's assets, the assessment of which is the User's exclusive responsibility.

6.3 The reward is distributed to all participants in the same format globally, using the digital currency (stablecoin) USDC deposited in the participant's digital wallet. The User declares awareness that transactions involving crypto assets may be subject to reporting to the Brazilian Federal Revenue Service (Normative Instruction RFB No. 1.888/2019 and amendments) and to income tax on capital gains, where applicable.

6.4 Should the user choose not to receive their rewards, the amount will automatically be allocated to Carrot's Community Pool, aimed at fostering the development of the circular economy. Users may also declare the allocation of their rewards to the Community Pool during onboarding or at any time, or even exchange them for retired credits for environmental offsetting, fostering the growth of the very ecosystem they take part in.

6.5 The Platform does not provide tax advice and assumes no responsibility for the User's tax obligations. The User agrees to indemnify the Platform against any liability arising from failure to meet their tax obligations.

7. RESPONSIBILITIES OF THE PARTIES

✓ What this means for you

We are responsible for the security and functioning of the platform.

You are responsible for the truthfulness of the data you enter.

If something goes wrong through our fault, our liability is limited to the greater of: the rewards you received in the last 12 months, or the value of the environmental actions you transferred to us that gave rise to the problem.

We are not responsible for indirect losses, loss of profits, or variation in the value of credits or tokens.

7.1 Obligations of the Platform

• Keep the technological infrastructure available and secure.
• Validate environmental data in accordance with the applicable methodologies.
• Issue and commercialize the Environmental Credits diligently.
• Distribute the Rewards in accordance with the Distribution Policy in force.
• Communicate any material change to the terms in advance.

7.2 Obligations of the User

• Provide truthful, complete, and up-to-date data.
• Not record the same environmental data in other recycling or carbon credit generation programs (Clause 3.4).
• Keep access credentials and the digital wallet secure.
• Notify the Carrot Platform of any irregularity that comes to their attention.
• Comply with the Code of Conduct set out in the T&C.

7.3 The User accepts and acknowledges the risks related to use of the platform, as detailed in the T&C. The Platform is not liable for risks inherent to the use of blockchain or crypto assets outside its control.

7.4 The Platform's liability for direct losses arising from its own failure is limited to the amount paid by the User to the Platform in the 12 (twelve) months preceding the event. Indirect damages, loss of profits, reputational damage, and losses from variation in the value of credits, tokens, or crypto assets are expressly excluded.

7.5 Disclosing Environmental & Social Claims for the same data to third parties constitutes double counting and is expressly prohibited, pursuant to Clause 3.4 and item 11 of the T&C.

7.6 The Platform is not responsible for errors in the recording of circular economy actions caused by incorrect or incomplete data submitted by the User or by Network Integrators. However, the Platform is liable for direct damages caused by recording errors attributable to its own systems or processes, subject to the cap established in Clause 7.4.

8. GOVERNING LAW AND DISPUTE RESOLUTION

✓ What this means for you

For your platform usage relationship in Brazil, Brazilian law applies — venue in São Paulo.

For Tokenized Environmental Credits, Swiss law applies — better suited to this international financial instrument.

We try to settle everything amicably before any court proceedings.

8.1 This Agreement will be governed by and construed in accordance with the laws of the Federative Republic of Brazil. The Parties elect the Central Courts of the Judicial District of São Paulo, State of São Paulo, as the venue for resolving any disputes relating to the platform usage relationship.

8.2 The issuance, transfer, and sale of Tokenized Environmental Credits are governed by Swiss legislation, applicable to Carrot Fndn as a foundation incorporated in Zug, Switzerland.

8.3 In the event of conflict between this Agreement and the Terms and Conditions (T&C), the provisions of the T&C will prevail, pursuant to Clause 1.3.

8.4 The Parties undertake to seek an amicable solution to any disagreement, by means of prior notice and a 30 (thirty) day period for direct negotiation, before any court proceedings.

8.5 Without prejudice to the choice of law established in Clauses 8.1 and 8.2, and in accordance with Section 21.4 of the Global Terms and Conditions (T&C), the public policy provisions and mandatory rules of Brazilian legislation applicable to the User — including, without limitation, the Consumer Protection Code (Law 8.078/1990), the General Data Protection Law (Law 13.709/2018), and the Crypto Assets Legal Framework (Law 14.478/2022) — will apply to the extent that they cannot be set aside by agreement between the parties. The application of mandatory local rules does not affect the validity or enforceability of the remaining clauses of this Agreement, nor does it constitute a waiver of Swiss law as the law applicable to the matters the parties may freely contract on.

9. GENERAL PROVISIONS

9.1 Partial invalidity: If any clause is invalid or unenforceable, the remaining clauses stay in force. The invalid clause will be construed as closely as possible to the Parties' original intent.

9.2 Forbearance: A Party's failure to exercise its rights does not constitute waiver, novation, or precedent.

9.3 Assignment: The User may not assign this Agreement to third parties without the Platform's prior written consent. The Platform may assign rights to a successor entity, upon notice to the User.

9.4 Additional services: Upon prior notice and the User's acceptance, the Platform may charge for additional services such as data storage and circularity certification, pursuant to item 8 of the T&C.

9.5 Entire agreement: This Agreement and the documents incorporated into it constitute the entire agreement between the Parties, superseding prior understandings on the same subject matter.

10. ELECTRONIC ACCEPTANCE

10.1 Electronic Acceptance. The User's acceptance of this Agreement takes place by unequivocal electronic manifestation, consisting of the affirmative act of ticking the dedicated acceptance field on the platform, after this instrument and the other documents linked to it have been made available in full for reading, and immediately followed by the recording in the system of: (i) synchronized date and time; (ii) IP address; (iii) device and browser identifier (user agent); (iv) approximate geolocation, where available; and (v) the SHA-256 hash code of the specific version of the Agreement then in force. That manifestation is equivalent to an electronic signature for all legal purposes, pursuant to Article 10, §2, of Provisional Measure No. 2.200-2/2001, Article 4, item I, of Law No. 14.063/2020, and Article 107 of the Civil Code, and is recognized by the Parties as a valid, effective, and sufficient means of formalizing this instrument, dispensing with any other form of signature. The User may, at any time, request proof of acceptance containing the elements above through Carrot's official channels.

10.2 Signature Provider. For the purposes of this clause and of Article 784, §4, of the Code of Civil Procedure, the Platform acts as signature provider, being responsible for verifying and preserving the integrity of the electronic document by means of the technical mechanisms described in the preceding paragraph, as well as for the custody and provision, upon request by the User or a competent authority, of the corresponding audit trail.

10.3 Extrajudicial Enforcement Instrument. The Parties expressly acknowledge that this instrument, once accepted electronically in the manner set out in this clause, constitutes an extrajudicial enforcement instrument, pursuant to Article 784, item III and §4, of the Code of Civil Procedure, as worded by Law No. 14.195/2021, witnesses' signatures being dispensed with by reason of the integrity verification carried out by the signature provider indicated above.

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Legal questions: legal@carrot.eco · Operational support: operations@carrot.eco

This document supersedes all previous versions of the Carrot Platform Usage Agreement.