Posted: 16 November 2021
Effective: 16 November 2021
PARTIES TO THIS AGREEMENT.
ClimateView operates a “model-as-a-service” (MaaS) incorporating software and methodologies focused on climate-related project management and data sharing (together, the “Platform”) that can be accessed via our website at www.climateview.global and other related URLs (collectively, the “Website”). Whenever you access our Services (as defined below) from, as, or on behalf of an entity located in North America, “ClimateView”, “we” or “us” refers to ClimateView, Inc., a Delaware corporation. Whenever you access the Services from, as, or on behalf of an entity located outside North America, “ClimateView”, “we” or “us” refers to ClimateView AB, a Swedish corporation. Terms not defined in the text shall have the meanings assigned to them in Section 24 below.
2.1 Use of Platform. Our Services allow subscribers (each, a “Subscriber”) to Submit (as defined below), access, and exchange non-personal data, information, code, video, images or other materials of any type (together, the “Content”) and to collaborate with other Subscribers on multi-party projects around Content provided by you and others. For purposes of these Terms, “Submit” means to submit, upload, transmit, or otherwise communicate or make available Content to us and other Subscribers via the Platform.
2.2 Content Submitted by you and your authorized users or by third parties at your direction as part of the Services is referred to as “Your Content;” and Content Submitted by other Subscribers and their authorized users or by third parties at such Subscribers’ direction as part of the Services is referred to as “Others’ Content.” Although our Services provide you with a platform that allows you and other users to take actions such as collaborating on setting climate targets, assessing policies and actions in light of such targets, receiving a broader overview of climate transition strategies, and sharing Content for the benefit of other users of the Platform, we make no representations about the networks over which the Content is being transmitted, the contents of these networks, or Others’ Content. You agree and acknowledge that (i) since our Services seek to improve climate transition modeling, other Subscribers may seek to understand and/or adopt the costs and efficiencies of particular actions and/or policies, specifically including those which your organization may develop, adopt, or implement; and (ii) the open sharing of data relevant to the Services is of core value and benefit to all Subscribers. By using the Services, you hereby grant a royalty-free, non-exclusive, irrevocable, world-wide, and perpetual license to other Subscribers to use and model the Content you Submit in connection with the Services. Your Content will be made available to other Subscribers either with attribution to your organization as the source of the Content or without such attribution to your organization. Your Content will be made available with attribution to your organization unless you elect to obfuscate anonymize Your Content when the option to anonymizeobfuscate Your Content is presented available to you, in which case only the extrapolated raw data will be shared with other Subscribers and users of the Services.
2.3 Subscriber Content. CLIMATEVIEW TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY ACTS OR OMISSIONS OF ANY SUBSCRIBER OR FOR ANY CONTENT SUBMITTED BY ANY SUBSCRIBER OR ANY THIRD PARTY CONTENT (AS DEFINED BELOW), INCLUDING LOSSOR DAMAGE RESULTING FROM YOUR RELIANCE ON SUCH CONTENT SUBMITTED BY OTHER SUBSCRIBERS (I.E., OTHERS’ CONTENT) OR THIRD PARTIES. ClimateView has no support or warranty obligation for any Subscriber Content or Third-Party Content and does not guarantee the accuracy or continued availability thereof. You will look solely to the Submitting Subscriber or Third-Party, and not to ClimateView, for any claims or complaints related to Others’ Content or Third-Party Content. You acknowledge and agree that ClimateView has the right (but not the obligation) to monitor all Subscriber Content and Third-Party Content, and to alter, remove or refuse to post or allow posting of any content.
2.4 The Platform will provide you with access to information, data, software, applications, and analytical tools provided by third-party service providers (together, “Third-Party Content”). The Third-Party Content may be part of and included in the ClimateView Content (as defined below) provided by ClimateView or provided by third-party providers directly to the Subscribers via the Platform. If the Third-Party Content is provided directly by a third party via the Platform, then the use thereof may be governed by these Terms and separate terms and conditions governing the use of such Third-Party Content, to which terms and conditions ClimateView shall not be a party.
2.5 We reserve the right to offer additional services and applications through the Platform (each, an “Additional Service”). If we offer Additional Services, we will inform you separately and transmit additional or supplemental terms and conditions to you, if applicable (the “Additional Terms”).
3. Rights in Platform, Platform Apps, and Content.
3.1 ClimateView Content. ClimateView and its Affiliates, licensors and suppliers have and will retain all right, title and interest (including, without limitation, all patent, copyright, trade secret or other proprietary rights, under US and foreign laws) in and to the Services, including without limitation third-party applications available via the Platform (“Platform Apps”), as well as complete title to all information and materials provided by ClimateView and its licensors on or through the Services, including any artwork, graphics, text, video and audio clips, trademarks, logos, software, and other content (collectively, “ClimateView Content”), which is defined toexpressly includes all Content available to you and other subscribers). The name “ClimateView” and the ClimateView logo and other trademarks used on the Services are trademarks of ClimateView or its affiliates and may not be used in connection with the products or services of others in any manner that is likely to cause confusion. All other trademarks not owned by ClimateView that appear on the Services are the property of their respective owners. Except for Your Ccontent that is in the public domain, that is Your Content, that is content or Content for which ClimateView provides you with written or unless ClimateView provides you with written authorization to do so, you may not: (i) incorporate any ClimateView Content into any other work (such as your own website) or use ClimateView Content in any public or commercial manner; (ii) copy, modify, reproduce, adapt, reverse engineer, distribute, frame, republish, upload, display, post, transmit, transfer, license or sell ClimateView Content in any form or by any means; or (iii) change any of the notices about copyright, trademarks or other intellectual property rights that may be part of the ClimateView Content. At all times, you agree not to assist anyone else in doing any of the above.
3.2 Your Content. By using the Services, you grant ClimateView and our assigns a worldwide, perpetual, irrevocable, transferrable, royalty-free non-exclusive license (with the right to sublicense) to use, copy, modify, create derivative works of, distribute, process and otherwise use Your Content in all formats and distribution channels now known or hereafter devised (including on third-party services) to provide the Services without further notice to or consent from you or any third party. Under no circumstances are you or any third party entitled to payment for Your Content. You are solely responsible for Your Content that you Submit to us, and you hereby represent and warrant to us, before and during your use of the Services, that: (i) you are legally permitted to Submit Your Content and Your Content and its Submission and use, as authorized herein, will not violate any Laws, any third-party intellectual property, privacy, publicity, or other rights, or any other third party policies or terms governing Your Content; (ii) Your Content is Submitted free and clear of any obligations to you or any third parties; (iii) the data contained in Your Content is, to the best of your knowledge, true and accurate; (iv) you own or otherwise control all of the rights to Your Content, including copyrights and trademarks, necessary to meet your obligations to us under these Terms; and (v) Your Content does not violate the privacy, publicity, intellectual property, or other rights of any other person or entity.
3.3 Third Party Interests. You may not copy, upload, download, or share content provided by others unless you have the right to do so, as expressly permitted by these Terms or by applicable law. We respond to notices of alleged copyright infringement if they comply with the law. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of infringers. Our designated agent for notice of alleged copyright infringement on the Services is:
Frost Brown Todd, LLC
201 N Illinois St #1900, Indianapolis, IN46204, United States
4. Use of the Services
4.1 Access to Services. As part of your subscription to our Platform, you (an “Account Holder”) will establish one or more Platform accounts (each, an “Account”) in which you will provide profile information and select the Services to which you wish to subscribe. Whenever you access and use one any of our mobile applications (“ClimateView Apps”) which we may provide from time-to-time, then we hereby grant you a limited, non-exclusive, revocable, and non- transferable license to download, install, and use the ClimateView Apps solely for the purposes of accessing the Services. To the extent, you desire to have access to any of our APIs, SDKs or ClimateView applications not included in the Services, such access is governed by separate agreements.
4.2 Administrators. A Subscriber may appoint one or more personnel designated (“Administrator(s)”) to administer access to the Services and the Platform Apps on behalf of a Subscriber. The Administrator(s) will have important rights and controls over your use of the Platform and End User Accounts. This may include (i) granting End Users access to the particular Platform App(s) managed by the Administrators; (ii) designating which End Users shall be permitted to contribute and share Content (and if applicable, what types of Content) via the Platform, and (iii) resolving technical and business issues that may surface in connection with the use of Services or a Platform App. It may also involve making Orders for Services or enabling Platform Apps (which may incur fees); creating, deprovisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Your Content and Others’ Content by End Users or others. Without limiting Section 4.5 (Responsibility for End Users), which fully applies to Administrators, the Subscriber is responsible for the acts and omissions of Administrator(s) designated by the Subscriber. If you access and use any Platform Apps other than those provided or distributed by us, then you will be solely responsible for obtaining the required permissions and licenses to use such Platform Apps directly from the licensors or the Administrators managing such Platform Apps. You acknowledge that ClimateView, the Administrators, and/or the providers of Platform Apps may delist and drop any user from the Services at any time for any reason (or no reason at all) without liability, and without notice.
4.3 Internal Policies; Administrator. You must use the Services in compliance with these Terms and the internal policies of your organization, and, if applicable, any conditions imposed by an Administrator. Please note that accounts may be subject to your organization's control by or through such an Administrator. Your Administrators may be able to access, disclose, restrict, or remove information in or from your account. They may also be able to restrict or terminate your access to the Services at any time, for any reason, and without notice.
End User Consent. You will provide all required disclosures to and will obtain and maintain all required consents from End Users, as contemplated herein, to allow: (i) Administrators to have the access to such End Users’ Accounts as described in these Terms; and (ii) ClimateView’s provision of the Services to Administrators and End Users. You will provide evidence of such consents upon our written request.
4.5 Responsibility for End Users. Our Services may implement various user onboarding flows. Some Services require users to be designated by Administrators; some allow users to sign up for individual accounts which can become associated with teams or organizations at a later time; and some may allow users to invite other users. You are responsible for understanding the settings and controls for each Service you use and for controlling whom you allow to become an End User. We provide Services only to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the Services. Some Services may allow you to designate different types of End Users, in which case pricing and functionality may vary according to the type of End User. You are responsible for compliance with these Terms by all End Users, including for any payment obligations. Please note that you are responsible for the activities of all your End Users, including Orders they may place and how End Users use Your Content, even if those End Users are not from your organization or domain. We may require consent to our EULA at signup, account creation, registration, or during use of our Services.
4.6 Credentials. You agree to require all End Users to keep their user IDs and passwords for the Services strictly confidential, and not share such information with any unauthorized person(s). User IDs are granted to individual, named persons, and may not be shared. You are responsible for any and all actions taken using your End User Account(s) and password(s), and you agree to immediately notify us of any unauthorized use of which you become aware.
4.7 Text Messages. Some Services may offer text messaging (SMS or MMS) services for Subscribers and their End-Users. Message and data rates may apply. Once you opt-in to receive text messages from us, the frequency of text messages that may we send to you depends on your transactions with us. All charges are billed by and payable to your wireless service provider. Please contact your wireless service provider for pricing plans and details. Text message services are provided on an “as is” basis and may not be available in all areas at all times.
BY AGREEING TO RECEIVE TEXT MESSAGES, YOU UNDERSTAND AND AGREE THAT CLIMATEVIEW MAY USE AN AUTOMATIC DIALING SYSTEM TO DELIVER TEXT MESSAGES TO YOU AND THAT YOUR CONSENT TO RECEIVE TEXT MESSAGES IS NOT REQUIRED AS A CONDITION OF PURCHASE FOR ANY GOODS OR SERVICES.5. Restrictions on Services.
For purposes of this Section, any reference to the term “Protected Content” shall include, and be a reference to, the Services,” ClimateView Content, Others’ Content, and Third Party Content, as applicable. Except as otherwise expressly permitted in these Terms, you will not: (i) reproduce, modify, adapt or create derivative works of the Protected Content; (ii) rent, lease, distribute, sell, sublicense, transfer or provide access to the Protected Content to a third party; (iii) use the Protected Content outside the Services or for the benefit of any third party; (iv) incorporate any Protected Content into a product or service you provide to a third party; (v) interfere with or otherwise circumvent mechanisms in the Protected Content intended to limit your use; (vi) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Protected Content, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (vii) remove or obscure any proprietary or other notices contained in any Protected Content; (viii) use the Protected Content for competitive analysis or to build competitive products; (ix) publicly disseminate information regarding the performance of the Protected Content; or (x) encourage or assist any third party to do any of the foregoing. Nothing in this Section 5 will limit the restrictions in other parts of the Terms.
6. Our Security and Data Privacy Policies.
6.1 Security and Certifications. We implement and maintain physical, technical and administrative security measures designed to protect Your Content and Others’ Content from unauthorized access, destruction, use, modification, or disclosure; however, this in no way warrants or implies that Your Content and Others’ Content will be secure at all times.
6.4 Subpoenas. Nothing in these Terms prevents us from disclosing Your Content or Others’ Content to the extent required by law, subpoenas, or court orders.
6.5 GDPR. We will not intentionally collect any “special categories of data” under the EU General Data Protection Regulation (GDPR) without your explicit consent for one or more specified purposes or as otherwise permitted or required by applicable law. Special categories of data include personal data (a) revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership; or (b) concerning health or data concerning a natural person’s sex life or sexual orientation. If you are accessing the services from the European Union, we will collect and use your personal data only if we have one or more legal bases for doing so under the GDPR. The legal bases depend on your interaction with us and our sites. This means we collect and use your personal data only where: you have given your consent for one or more specific purposes; it is necessary to perform a contract we are about to enter into or have entered into with you; it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests; it is necessary to protect the vital interests and fundamental rights do not override those interests; it is necessary to protect the vital interests of you or another natural person; or it is necessary to comply with a legal obligation. We will indicate in brackets the legal basis or bases on which we are relying following each purpose. Where we are relying on consent as the legal basis, we will notify you and seek additional consent before using your personal data for anew purpose that is inconsistent with the original purpose for which we collected it.
How to Contact us: please send questions, concerns and requests via email to firstname.lastname@example.org or via regular mail to:
PO Box 4036 | 904 02 |Umeå Västerbotten,Sweden
7. Terms that apply to Your Data.
7.1 No Personal Information. You will not Submit to the Services, or use the Services to collect, any personally identifiable information other than individuals’ names and email addresses to the extent required for the use of the Services. Notwithstanding any other provision to the contrary, we have no liability under these Terms for personal data or personally identifiable information submitted in violation of the foregoing.
7.2 Your Indemnity. You will defend, indemnify, and hold harmless ClimateView (and our Affiliates, officers, directors, agents, contractors, assigns, related entities, and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) resulting from any claim arising from or related to your actual or alleged use or misuse of any aspect of the Platform and/or any our Services, which specifically include but are not limited to: (i) your breach of Section 4.4 (End User Consent) or any claims or disputes brought by your End Users arising out of their use of the Services,(ii) your breach (or alleged breach) of Sections 3.2 (Your Content), 5(Restrictions on Services), 7.1 (No Personal Information), or (iii) any claims arising from the Submission or use of Your Content in connection with the Services. This indemnification obligation shall survive termination of this Agreement.
7.3 Removals and Suspension. We have no obligation to monitor any content uploaded to the Services. Nonetheless, we may (1) remove Your Content from the Services; or (2) suspend your access (or any End User’s access) to the Services at any time for any actual or suspected violation of these Terms, Laws, or other actual or alleged infringements or violations. We will use commercially reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions endanger the operation of the Services or any part thereof, or other users, we may suspend your access or remove Your Content immediately without notice. We have no liability to you for removing or deleting Your Content from or suspending your access to any Service as described in this Section 7.3.8. Use of third-party products with the Services. You (including your End Users) may choose to use or procure other third-party products or services in connection with the Services, including Others’ Content, Partner Apps or implementation, customization, training or other services (“Third Party Implementation(s)”). Your receipt or use of any Third Party Implementation(s) (and the third parties’ use of any of Your Content) is subject to a separate agreement between you and the third-party provider. If you enable or use Third Party Implementation(s) with our Services, we will allow those third-party providers to access or use Your Content as required for the interoperation of their products and services with our Services. This may include transmitting, transferring, modifying or deleting Your Content, or storing Your Content on systems belonging to the third-party providers. Any third-party provider’s use of Your Content is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to or use of Your Content by third party providers or their Third Party Implementation(s), or for the security or privacy practices of any third-party provider or its Third Party Implementation(s). You are solely responsible for your decision to permit any third-party provider or any Third Party Implementation to use Your Content. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS, SERVICES, OR THIRD-PARTY IMPLEMENTATIONS (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.
9.1 No Contingencies. You agree that your subscriptionspurchases are not contingent on the delivery of any future functionality or features (including future availability of any Services beyond the current Subscription Term), or dependent on any oral or written public comments we make regarding future functionality or features.
9.2 Beta Services. We sometimes release products and features that are still being tested and evaluated (“Beta Services”). Beta Services are labeled “alpha,” “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as our other services. Beta Services may be made available so that we can assess their performance, measure market acceptance, and collect user comments. By using our Beta Services, you agree that we may contact you to collect such feedback. If Beta Services are made available to you, they may be made available on a fee or no-fee basis. Except as otherwise set forth in this Section 9.2 (and any additional terms that we notify you are applicable to the Beta Services), the terms and conditions of these Terms fully apply to Beta Services. We may modify or terminate your right to use any Beta Services at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and Beta Services, and any pre-release and beta features within our generally available Services which we may make available from time to time (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete, and are likely to contain more errors and bugs than our generally available Services. We make no promises that any Beta Versions will ever be made generally available. All information regarding the characteristics, features or performance of any Beta Services and Beta Versions constitutes our Confidential Information. If you use or have access to any Beta Services, you agree not to disclose any information about the Services to anyone without our prior consent. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Beta Services and Beta Versions, including any support, warranty and indemnity obligations.
9.3 IP Rights in Services and Feedback. The Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “product”, “purchase” or “sale”. We and our licensors have and retain all right, title and interest, including all intellectual property rights, in and to our Platform Apps, the Platform, Services, and any and all related or underlying technology and any modifications or derivative works of the foregoing (“Our Technology”). From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute, and utilize any Feedback in any manner without any obligation, royalty, or restriction. No Feedback will be considered your Confidential Information, and nothing in these Terms shall be construed to limit our right to independently use, develop, evaluate, or market products or services, even where your Feedback is incorporated. To the extent a license of your intellectual property might otherwise be required, you grant us an irrevocable, unlimited, non-exclusive, perpetual, royalty-free license to use your Feedback in connection with our business, products, and services.10. Confidential Information. Except as otherwise set forth in these Terms, each party agrees that all code, inventions, know-how, business methods, technical and/or financial information, process improvements, Our Technology, and any performance information relating to the Services and disclosed to you by us shall constitute our confidential property without any marking or further designation, (“Confidential Information”). Except as expressly authorized here, you will (1) hold in confidence and not disclose any Confidential Information to third parties; and (2) not use Confidential Information for any purpose other than for purposes of using the Services and fulfilling your obligations under these Terms. Your confidentiality obligations will not apply to information that you can document: (i) was rightfully in your possession or known to you prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of yours; (iii) is rightfully obtained by you from a third party without breach of any confidentiality obligation; or (iv) is independently developed by your employees who had no access to such information. You may also disclose Confidential Information if so required pursuant to a Law (but only to the minimum extent required to comply with such regulation or order and with advance notice to us). You also acknowledge that disclosure of Confidential Information would cause us substantial harm for which damages alone would not be a sufficient remedy, and, therefore, that upon any such disclosure, we will be entitled to appropriate equitable relief in addition to whatever other remedies we might have at law.
11.1 Monthly and Annual Plans. All Services are offered on a subscription basis, including for any “Freemium” or trial period.
11.2 Renewals. Except as otherwise specified in your Order or required by applicable law, unless you or we cancel your subscription prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term, at then-current rates. You will provide any notice of non-renewal through the means we designate, which may include account settings in the Services or contacting our support team. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Services continuing to be offered.
11.3 Adding Users. You may add users, increase storage limits, or otherwise increase your use of Services by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, we may charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term.
11.4 Payment. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. Except as expressly provided otherwise in these Terms, all fees paid are non-refundable. Payments not made when due will be subject to late charges equal to the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount, or (ii) the maximum amount permitted under applicable law. Other than as expressly set forth hereinafter, all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
11.5 Taxes. You are responsible for paying all personal property, sales, use, import, VAT, municipal, county, city, local and other taxes and levies (excluding taxes based upon our net income) and license and registration fees and other assessments or charges which may be imposed by any governmental body or agency as a result of the execution or performance of this Agreement, including your receipt of the Services.
11.6 Delivery. We will deliver the login instructions for Services to your account or through other reasonable means no later than the date we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment and that your Order has been processed. All deliveries under these Terms will be electronic.12. Term and termination
12.1 Term. These Terms are effective as of the Effective Date and expire on the date of the expiration or termination of all Subscription Terms.
12.2 Termination with notice. You are free to stop using the Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:
(a) you are in breach of these Terms,
(b) your use of the Services causes an actual, alleged, or potential risk of harm or loss to us or others; or
(c) you have not accessed the Services for 12 consecutive months.
In the event of termination of your access to the Services, we will provide you (or your organization) with advance notice via the email address associated with your account, and provide a commercially reasonable opportunity for you to export Your Content from our Services.
12.3 Termination without notice. We may terminate your access to our Services without notice if:
(a) you are in material breach of these Terms,
(b) our failure to do so could cause us legal liability or compromise our ability to provide the Services to our other users; or
(c) we are prohibited from doing so by Law(s).
12.4 Other effects of termination. Upon any expiration or termination of these Terms, you must cease using all Services and delete and return all Confidential Information and other materials belonging to us and other Subscribers that are in your possession (including on any third-party systems operated on your behalf). You will certify such deletion upon our request. Upon termination of your access to the Services, you will lose access to the Platform, the Services, Your Content, the Content provided by others, and the use-and-display climate board. Upon termination, we may delete all of Your Content after expiration or termination of these Terms or any applicable Subscription Term; therefore, you should make sure to export Your Content regularly during the applicable Subscription Term. We may to use Your Content after expiration or termination of these Terms. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior, through the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have at law or otherwise.13. Discontinuation of Services
We may decide to discontinue the Services in response to circumstances including those beyond our control or to comply with Law(s), and without further liability or recourse.14. Services“AS IS”
EXCEPT AS SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, CLIMATEVIEW AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ABOUT THE SERVICES OR WHETHER OUR CONTENT OR THAT SUBMITTED BY OTHERS IS ACCURATE, COMPLETE OR UP TO DATE. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLIMATEVIEW DOES NOT ENDORSE THE ACCURACY OR RELIABILITY OF ANY OPINION OR ADVICE ON THE SERVICES. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR CONTENT FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR CONTENT WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICES NECESSARILY INVOLVES TRANSMISSION OF YOUR CONTENT OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY CONTENT THAT MAY BE LOST, ALTERED, INTERCEPTED, OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR CONTENT WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OFTHE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.15. Limitation of Liability
CLIMATEVIEW, ITS AFFILIATES, SUPPLIERS, AND/OR DISTRIBUTORS WILL NOT BE LIABLE FOR: (A)ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF USE, DATA, BUSINESS, PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR COSTS OF DELAY, REGARDLESS OF LEGAL THEORY. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT CLIMATEVIEW (OR ANY OF ITS AFFILIATES) HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PARAGRAPH ABOVE DOESN’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DOSO (E.G. FRAUD OR FRADULENT MISREPRESENTATION IN PROVIDING THE SERVICES). IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, CLIMATEVIEW, ITS AFFILIATES, SUPPLIERS, AND/OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. CLIMATEVIEW AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OFTHE SERVICES.
OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), CLIMATEVIEW’S AND ITS SUPPLIER’S AGGREGATE LIABILITY TO THE YOU ARISING OUT OF OR RELATED THESE TERMS WILL NOT EXCEED THE GREATER OF $100 OR THE FEES YOU'VE ACTUALLY PAID TO CLIMATEVIEW OVER THE 12-MONTH PERIOD PRECEDING THE EVENT PROMPTING THE LIABILITY.
You agree that the waivers and limitations specified in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
16. Resolving Disputes
If you reside in North America: Except where prohibited by Law, these Terms are governed by and construed and enforced in accordance with the internal laws of the State of Delaware (without giving effect to the principles of conflicts of laws of such state) and are binding on you and us in the United States and worldwide, and any actions or disputes arising from these Terms must be brought in a court of competent jurisdiction in the State of Indiana, County of Hamilton, notwithstanding any claims of forum non-conveniens.
If you reside outside of North America: These Terms are governed by and construed and enforced in accordance with the substantive law of Sweden (without giving effect to the principles of conflicts of laws). Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. You further acknowledge that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Terms, and that you may only resolve disputes with us on an individual basis (and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action). The parties agree that this contract was constructed—and is to be interpreted—in the English language. Les parties conviennent que ce contrat a été rédigé - et doit être interprété - en anglais. Parterna är överens omatt detta kontrakt konstruerades - och ska tolkas - på engelska. Die Parteiensind sich einig, dass dieser Vertrag in englischer Sprache erstellt wurde undausgelegt werden soll. Las partes acuerdan que este contrato se elaboró, y debe interpretarse, en inglés. Le parti convengono che questo contratto è stato redatto - e deve essere interpretato - in lingua inglese. De partijen zijn het erover eensdat dit contract is opgesteld - en moet worden geïnterpreteerd - in de Engelsetaal. As partes concordam que este contrato foi elaborado - e deve ser interpretado - no idioma inglês. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. You agree and acknowledge that you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, THE CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.17. NOTICE TO CALIFORNIA RESIDENTS
BY USING THE SERVICES, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” If the Services are at any time deemed an electronic commercial service (as defined under California Civil Code Section 1789.3), California residents are entitled to the following specific consumer rights information:
The provider of the Services is:
100 Montgomery Street
San Francisco, CA 94104
If the Services are deemed as electronic commercial service, you may file a complaint regarding the Services or to receive further information regarding use of the Services by sending a letter to the address above.18. Entire Agreement
These Terms together with Our Policies, Your Order(s), and any Additional Terms governing the Services constitute the entire agreement between you and ClimateView with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights. If there is a conflict between these Terms and any other agreement between you and ClimateView, or between these Terms and any ClimateView Policy or any third-party agreement governing third party Content made available in connection with the Services, as between you and ClimateView, these Terms shall govern unless any term herein is expressly waived or amended pursuant to Section 22.3.19. Waiver & Severability
Our failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.20. US Government Rights
The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101.Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R.§227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.21. Electronic Signature; Notifications
You agree that your electronic signature to these Terms is intended to authenticate this writing and to have the same force and effect as your manual signature. For purpose of these Terms, your electronic signature is any electronic sound, symbol, browsing action, utilization, or other process attached to or logically associated with these Terms or executed and adopted by either party with the intent to sign this Agreement.
You agree to receive electronically all communications, agreements, and notices that we provide in connection with any Services (“Communications”), including by email, text, in-app notifications, or by posting them on the Website or through any Services. You agree that all communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing.22. Modifications
22.1 Prices. On notice of not less than thirty (30) days, we may, in our discretion, adjust any or all fees for the Services. You may terminate this Agreement on written notice to us within thirty (30) days of its receipt of our notice to adjust the fees; provided, however, that if you do not object to the adjustment in writing within the foregoing thirty (30) day period then you will be deemed to have agreed to the adjustment.
22.2 Terms. We may revise these Terms from time to time to better reflect (i) changes to the law; (ii) new regulatory requirements; or (iii) improvements or enhancements made to our Services. If an update affects your use of the Services or your legal rights as a user of our Services, we will notify you prior to the update's effective date by sending an email to the email address associated with your account, via an in-product notification, or by publishing an update to these terms at the same URL. These updated terms will be effective when we so notify you, and your continued use thereafter constitutes acceptance of any such changes. If you do not agree to these updates, please cancel your account. Where required by law, we will offer you a prorated refund based on the amounts you have prepaid for the Services after your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.
22.3. Amendment or Waiver of these Terms. No amendment or waiver of these Terms will be effective unless it is in writing, duly executed, and expressly referencing the terms and conditions set out herein that are being waived or amended. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
These Terms (i) inure to the benefit of and will be binding upon ClimateView, you, and all of our respective successors and assigns; (ii) may not be assigned by you without our prior, express written consent; and (iii) may be assigned by ClimateView, including without limitation the licenses granted herein to all Content Submitted to the Platform. Nothing contained in these Terms will be deemed to constitute ClimateView or you as the agent or representative of the other or as joint venturers or partners. If either of us is prevented from performing or unable to perform any obligation under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be excused for the period of delay or inability to perform due to such occurrence. All headings and captions contained herein are for convenience only.
HOW TO CONTACT CLIMATEVIEW
Please contact ClimateView by email at email@example.com. Definitions. Certain capitalized terms are defined in this Section 24, and others are defined contextually in these Terms.
“Affiliate” means an entity which, directly or indirectly, owns, controls, or is owned or controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership: means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.
“End User” means an individual Subscriber or an Affiliate permitted to or invited to use the Platform. For the avoidance of doubt: (a) any individual invited by Subscriber’s End Users, (b) individuals under managed accounts, and (c) individuals interacting with the Platform as your customer are also considered End Users.
“End User Account” means an account established by you or an End User to enable an End User to use or access the Platform.
“Feedback” means comments, questions, ideas, suggestions or other feedback relating to the Platform, the Platform Apps, or the Services.
“Laws” means all applicable local, state, federal, and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and the exportation of technical or personal data.
“Order” means ClimateView’s applicable SaaS subscription agreement, online order page(s), flows, in-product screens or other ClimateView-approved ordering documentation or process describing the products and services you are ordering from us which may identify, without limitation, (i) the Services; (ii) the number of End Users, Subscription Term, domain(s) associated with your use of the Platform(s), storage capacity or limits, or other scope of use parameters; and (iii) the amount or rate you will be charged, the billing renewal terms, the applicable currency, and the form of payment. Orders may also include Additional Services.
“Our Technology” means the ClimateView Platform Apps, the Platform, Services, and any and all related or underlying technology and any modifications or derivative works of the foregoing (including incorporated Feedback).
“Subscription Term” means your permitted subscription period for the Platform, as set forth in the applicable Order.