Third-Party Terms & Conditions and End User License Agreements

Last Updated: [February 27, 2023]

PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND CONTAIN A MANDATORY ARBITRATION PROVISION.

These Terms of Service (these “TOS”) form a binding legal agreement between Minimum Limited, a company registered in England and Wales under number 12379666 and having its registered office at 10 Monkwell Square, London, England, EC2Y 5BN (“we”, “us”, or “our”) and you regarding the use of our carbon accounting platform (the “Platform”). For avoidance of doubt, even if your Order is with an authorized reseller (“Reseller”), these TOS will apply and be legally binding directly between you and us, and we will have the right to enforce these TOS against you.

Please review these TOS carefully. By registering an account through the Platform or entering into an order form or similar document that references these TOS (an “Order”), you agree to be bound by these TOS. We may update these TOS from time to time in our discretion, in which case we will provide notice of such updates through the Platform.

ACCESS

Unless otherwise terminated in accordance with these TOS, your subscription begins on the date you enter into the applicable Order and continues for the period set forth therein (“Term”). Subject to your continued compliance with these TOS, we hereby grant you a non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform solely for your internal business operations during the Term. You will be responsible for ensuring your authorized users comply with these TOS and any other requirements of the applicable Order and will be liable for their acts and omissions as though they were your own. You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials. You are responsible for ensuring you provide complete and accurate information and keep such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, inaccurate or incomplete information. You are responsible for keeping your own records and making appropriate backups – we will not be responsible for any loss of data in our possession or control.

INTELLECTUAL PROPERTY

All right, title and interest in and to its worldwide copyrights, patents, trade secrets, trademarks, and other intellectual property rights (“IP Rights”) in and to the Platform and all documentation, templates and labelling methodology are and will remain owned by us or the relevant third-party owner. We may update the Platform (including by adding or removing functionality or components) from time to time in our discretion with or without notice to you.

“Your Data” means any content or data submitted by you or your authorized users to the Platform, including any outputs generated for you as part of the operation of the Platform. You will be responsible for the accuracy, quality, integrity and legality of Your Data. You own Your Data and hereby authorize us to use, store, and otherwise process Your Data to make the Platform and related services available to you during the Term.

“Usage Data” means anonymized or aggregated technical or usage data relating to the use and performance of the Platform itself. Usage Data may also include aggregated data derived from Your Data (which we use to analyze industry trends across our customers, for example), provided that you can at any time opt out of the aggregation of Your Data in this way by sending an email with the subject line “Aggregated Data Opt Out” to contracts@minimum.com. Upon receipt of such notice, and after a reasonable period to process your request, we will no longer reference Your Data when creating such aggregated data. We may collect, use, and disclose Usage Data to improve our offerings and for other legitimate purposes, provided we will not disclose any Usage Data in a manner that can be used to identify you or any entity or individual.

If you provide feedback, suggestions, improvements, or requests for additional functionality related to the Platform (collectively, “Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you.

CONFIDENTIALITY

“Confidential Information” means any non-public information provided by one party (“Discloser”) to the other party (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Without limiting the generality of the foregoing, Your Confidential Information includes Your Data, and our Confidential Information includes the non-public features and functionality of the Platform and any documentation. Confidential Information does not include information that: (a) is already known to Recipient without obligation of confidentiality prior to its disclosure by Discloser; (b) is in or enters the public domain through no fault of the Recipient; (c) is or was lawfully received by Recipient from a third party without confidentiality obligations; or (d) was independently developed by Recipient without access to the Confidential Information, as established by written documentation.

Recipient will only use Confidential Information to perform its obligations or exercise its rights under these TOS. Recipient will not disclose Confidential Information to any individuals or entities except for its and its affiliates’ officers, employees, agents, and representatives who have a need to know such Confidential Information for purposes of these TOS and the applicable Order and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care). The protections set forth herein will continue to apply to any Confidential Information disclosed during the Term for a period of five years.

If Recipient is legally required to disclose any Confidential Information of Discloser, Recipient will, if legally permitted, provide Discloser with prompt written notice sufficient to allow it an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Recipient may produce only such Confidential Information as is required by the court order or governmental action.

At Discloser’s request after the Term, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that Recipient may retain: (i) any copies required to be retained under applicable law and (ii) copies in backup or archive media created in the ordinary course of business; provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies.

Each party agrees that the other party may have no adequate remedy if there is a breach or threatened breach of these confidentiality obligations and, accordingly, that the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to that party.

ACCEPTABLE USE; RESTRICTIONS

You will not, directly or indirectly: (i) use the Platform on behalf of third parties or allow third parties to use the Platform under your subscription (including permitting use in connection with any timesharing or service bureau, outsourced or similar service to third parties); (ii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform; (iii) disassemble, decompile or reverse engineer the Platform or use the Platform to create any derivative works or competitive offerings; (iv) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Platform or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (v) interfere with or disrupt the operation of the Platform or any other systems or otherwise interrupt or interfere with any other user’s use or enjoyment of the Platform; (vi) violate any applicable laws in connection with your use of the Platform; (vii) transmit any information or data that is false, misleading, fraudulent, or otherwise inappropriate or infringes any third party’s rights; (viii) impersonate any person or misrepresent your identity or affiliation; (ix) use the Platform in a way that is not for its intended purposes or that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; or (x) otherwise violate any of our published rules, policies, or guidelines.

DISCLAIMERS

Your use of the Platform is at your sole risk and the Platform is provided on an “as is” and “as available” basis. We and our licensors expressly disclaim all warranties of any kind related to the Platform, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, or that use of the Platform will be uninterrupted or error-free or the output will be complete or accurate. We are not responsible for any problems or technical malfunction of any electronic network or lines, servers, software, or failure of transmission as a result of technical problems or traffic congestion on the internet or on the Platform, including any injury or damage to any person's computer resulting from participation or downloading materials in connection with the Platform. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from use of the Platform or its output. The Platform may contain links to websites owned or operated by, or process data provided by, third parties. We do not control or endorse such parties, websites, or data, and we are not responsible for their content, nor are we responsible for the accuracy or reliability thereof. Some states do not allow certain disclaimers or limitations on warranties, so some of the above limitations may not apply to you. These limitations will apply to the maximum extent permitted by law.

LIMITATION OF LIABILITY; RELEASE

To the fullest extent allowed by applicable law, neither we nor our licensors will be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or data (even if we have been advised of the possibility of such damages), resulting from the use of or the inability to use the Platform, under any legal theory whatsoever (including, without limitation, tort, contract, strict liability, or otherwise). To the fullest extent allowed by applicable law, neither we nor our licensors will be liable to you for an aggregate amount exceeding the amounts paid by you to the Reseller for your Platform subscription in the 12 months preceding the events giving rise to the claim. Some states do not allow certain limitations of liability for damages, so the above may not apply to you.

You will release, defend, indemnify, and hold us and our officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from Your Data, your misuse of the Platform, any actions you take based on the output of the Platform, or your violation of these TOS.

SUSPENSION AND TERMINATION

We may immediately suspend your account if (a) we suspect that there has been any misuse of the Platform or breach of these TOS; (b) the Reseller notifies us that you are delinquent on payments; or (c) we otherwise determine in good faith that such a suspension is necessary to protect the integrity and security of the Platform or any systems or data. We will use commercially reasonable efforts to promptly restore access once the underlying issue has been satisfactorily resolved.

Either party may terminate these TOS if: (a) the other party commits a material breach hereof and such breach is not remediable; or (b) the other party commits a material breach hereof which is not remedied within thirty (30) days of receiving written notice of such breach. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these TOS which are by their nature intended to survive termination (including, without limitation, the intellectual property section, disclaimers, limitation of liability and release, and general clauses) will so survive. Unless otherwise agreed in writing, after the Term we will delete any copies of Your Data stored on the Platform in accordance with our standard data retention and deletion policies.

DISPUTE RESOLUTION

These TOS and any dispute or claim arising out of, or in connection with, them, their subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of the State of New York. Any dispute arising out of this Agreement will be settled exclusively through binding arbitration administered in New York, NY by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation of IP Rights or breach of confidentiality. The prevailing party in any dispute regarding these TOS or the Platform will be entitled to recover its reasonable attorney’s fees and costs.

GENERAL PROVISIONS

We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events. You may not assign these TOS or these rights and obligations without our prior written consent; any purported assignment in violation of these TOS will be null and void. If any provision of these TOS is determined to be void or unenforceable in whole or in part, the remaining provisions of these TOS will not be affected thereby and will remain in force and effect. These TOS constitute the entire agreement between us and you regarding the subject matter hereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of these TOS will not operate as a waiver of such right or provision. We may provide notice to you by email or regular mail at the address listed in your account profile, or through messages displayed or sent via the Platform. You may provide notice to us as follows: contracts@minimum.com.