MASTER SERVICES AGREEMENT
This Terms of Service (“Terms of Service”) is a legally binding agreement between you (“you,” or “your” or “Client” as the case may be) and Climeverse Technologies Private Limited, (“Climeverse”). You acknowledge and agree that your use of the Climeverse platform (the “Platform”) through our website at https://climes.io/ (the “Website”) will be governed by this Agreement, our Privacy Policy, and any related terms.
This Terms of Service shall be read along with the Website’s terms of service as available on https://climes.io/terms-and- conditions (“Website Terms of Service”). The Terms of Service and the Website Terms of Service shall collectively be referred to as “Agreement”. In the event of any contradiction or duplicity in the terms contained in this Terms of Service and the Website Terms of Service, the respective clause in this Terms of Service shall prevail.
YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE OR PLATFORM.
WHEREAS
Climeverse is in the business of building an API-led consumer first marketplace that channels capital towards carbon- avoidance & removal solutions and other allied services. Climeverse has developed a tool for estimation of carbon emissions within supply chain activities of the Client (“Product”);
Client is desirous of using Product and availing services about the Product;
Pursuant to various representations, covenants, and warranties made by the Parties and believing the correctness of such representations, Parties have agreed to enter into this Agreement on the detailed terms and conditions as set out hereinbelow.
CONSENT
For using the Platform, you may be asked to indicate your acceptance of this Agreement by clicking a button marked “I Accept”, “I Agree”, “Okay” or “I Consent”; or other words or actions that similarly acknowledge your consent or acceptance of a click-through terms and conditions or you may indicate your acceptance by executing an Order Form. Any consent so provided by you will be deemed to be valid consent under all applicable laws.
Definitions:
In this Agreement, (i) unless a contrary intention appears, or the context otherwise requires or admits, capitalized terms defined by inclusion in quotations and/or parenthesis shall have the meanings ascribed to them herein; and (ii) the following terms shall have the meanings assigned to them herein below:
(a) “Customer” shall mean and include the Client’s customer who has been given a set number of Climes to allocate to a Carbon Project and having access to the Website at the Client’s end.
(b) “Confidential Information” means any and all information relating to a Party’s business including without limitation, financial, technical data, Intellectual Property, or know-how, including, which confidential information is designated in writing to be confidential or proprietary or, if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Notwithstanding any failure to identify it, however, all source code, object code, and graphic user interface shall be Confidential Information. The Confidential information shall not include any information (i) already present with the recipient before the signing of this Agreement (ii) available in the public domain (iii) lawfully shared with the recipient by any third-party (iv) independently developed by the recipient without using the Confidential Information (v) that the disclosing party is compelled to disclose to a government authority or by order of a court of competent jurisdiction, provided the disclosing party provides prior notice of the disclosure to the receiving party.
(c) Effective Date” shall mean such date on which you commence using the Services or such date defined in the Order Form.
(d) “Fee” shall mean the payment made by Client to Climeverse as specified in the respective SoWs and clause 3 of this Agreement;
(e) “Intellectual Property” means and includes Parties’ patents, inventions (whether patentable or not), utility models, trademarks, service marks, algorithms, code-bases, logos, trade names, domain names, database rights, design rights, rights in know-how, trade secrets, copyrights, moral rights, and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered and including applications for the registration or grant of any such rights and any and all forms of protection having equivalent or similar effect in the world and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the software developed by Climeverse pursuant to this Agreement;
(f) “Intellectual Property Rights” shall mean and include either Party’s all possible rights, benefits, title, or interest in or to the Intellectual Property, anywhere in the world, (whether registered or not and including all applications for the same and any extensions and renewals thereof;
(g) “Order Form” shall mean the ordering document for the Products, which together with these terms and conditions form this Agreement.
(h) “Personal Data” means any data which relates to a natural person if that person can, whether directly or indirectly in conjunction with any other data, be identified from it as defined under the applicable data protection laws;
(i) “Client Data” means all information, data, and material that is generated, accessed, interpreted, and/or analyzed through the Services by the Client;
(j) “Client Services” means the services being rendered by the Client to the Customer.
(k) “Initial Term” shall mean such period commencing from the Effective Date as set out in the Order Form or as per the Subscription selected by the User;
(l) “Services” shall mean and include the subscription-based services that are offered by Climeverse via the Product and additional services as set out in the SoWs entered into between the Parties;
Scope of Agreement: Subject to the terms and conditions of this Agreement, Climeverse shall render Services as set out in the Order Form or as opted for by the Client on the Website, as the case may be. Subject to the terms of this Agreement, Order Form (if applicable), and payment of the fees, Climeverse hereby grants to the Client a non-sublicensable, limited, restricted, revocable, non-transferable, non-exclusive subscription to access and use the Product and the Platform, solely for the Client’s internal business purposes. Climeverse shall ensure that its employees, account managers, or anyone else acting on its behalf, comply with the terms and conditions set out in this Agreement and the Order Form (if applicable).
The Platform provides the following Services:
Our mission is to help cool down our planet and reverse climate change by reimagining carbon as a commodity and enabling pull-based demand for greenhouse gas credits (aka. CO2e carbon credits). This entails building a consumer-first market place for carbon credits, that will help channel capital towards carbon avoidance and removal solutions.
Climeverse offers a Platform enabling you to purchase and allocate the Clime (“Clime”, where 1 kilogram of CO2e = 1 Clime) to various globally certified projects that reduce, remove or avoid carbon emissions (“Supply Partner”), to help the Client neutralise its carbon emissions. Once a Clime is allocated by your Customer towards a Carbon Project, the same Clime cannot be changed, modified or re-allocated towards a different Project.
Climeverse also offer the Customer a dashboard to ascertain:
Accurate and transparent communication of their climate impact through a widget that can be used on any website/medium
Access to datapoints on who used the link to register their selection on the Carbon Project
Purchase of Climes:
You may purchase a specific number of Climes on a recurring basis by availing a Subscription as specified below or by executing an Order Form with us on a case-to-case basis. In either case the usage of the Climes and the Platform by you and your Customer’s will be governed by this Agreement.
The Clime is not redeemable for cash, has no cash value, is non-refundable, and serves merely as a means to provide an incentive to the Customer to use our Services.
Use of Climes:
The Climes that are purchased by you may be utilized in the following manner:
The Client sets a budget and purchases a set of Climes.
The Client may then distribute the Climes through its marketing channels to its Customer ecosystem.
The Customer may allocate their Climes by voting for Carbon Projects on the Platform/Website.
Climeverse will then treat the allocated Clime for the respective Carbon Project in the manner set out in the Website Terms and Conditions.
Fees and Payment
The fees and pricing for the services availed from Climeverse shall be specified in the subscription plans (“Subscription”) available on the Platform or in the work order form executed by the Parties.
The value of a Clime will vary from country to country, these values have been ascertained keeping in mind the purchasing power parity based on the geographies where the Clime is sold. You may check the value of the Clime in your country by writing to growth@climes.io.
You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) based on the subscription plan selected by you. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Climeverse cancels it. You may cancel your Subscription renewal on the Platform. A valid payment method, like credit card, is required to process the payment for your subscription. You shall provide Climeverse with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorise Climeverse to charge all Subscription fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for a reason, Climeverse will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Client can cancel, upgrade or modify their Subscription within the platform, in which case, additional charges (only in case of an upgrade) can be paid upfront. In case of a concern, users can also reach out via email at growth@climes.io and the team can internally evaluate grievances and process refunds/cancellations for the current and/or upcoming period of subscription only. The refunds shall be processed solely at the discretion of Climeverse.
Climeverse Obligations:
4.1. Climeverse undertakes that the Services will be performed substantially in accordance with the documentation and with reasonable skill and care.
4.2. The undertaking at Clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Product and Services contrary to Climeverse instructions, or modification or alteration of the Product and Services by any party other than Climeverse or Climeverse’s duly authorized contractors or agents.
4.3. Climeverse represents and warrants that it does not have, and will not enter into, any legal or contractual obligations that would prevent it from complying with its obligations under this Agreement, including without limitations.
4.4. Climeverse guarantees that the Product and Services under this Agreement do not infringe or violate any rights of any third party and further Climeverse guarantees that Client can use the information or the Service results formed by Climeverse in accordance with the law only for the purpose as mentioned in the Agreement.
4.5. Climeverse shall obtain and shall maintain all necessary licenses, consents, and permissions necessary in order to perform its obligations under this Agreement.
4.6. Warranty Disclaimer: Climeverse expressly disclaims any and all other warranties of any kind or nature, whether express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
Client Obligations:
5.1. Client to avail the Services shall provide Climeverse with a) necessary co-operation in relation to the performance of Services under this Agreement; b) necessary access to such information as may be required by Climeverse to render Services;
5.2. The Client shall procure the compliance of any of its employees, agents or subcontractors who utilize the Product and Services, with the terms of this Agreement; and it shall not use Product and Services in a way that is fraudulent, unlawful, or unauthorized.
5.3. Client shall be solely responsible for any liability arising out of or relating to the Client Data and Client Services, whether transmitted on its own or any third party’s behalf.
5.4. Climeverse shall not be liable for any damages, including any consequential loss, incurred by the Client because of any contravention with this Section
5.5. The Service is not meant as data storage or backup service, and the Client shall maintain an independent backup of Client Data.
5.6. The Client shall implement security procedures necessary to limit access to the Services to the Client’s Authorized Users for the use of the Services.
5.7. The Client shall not misrepresent the number of Climes or the amount of carbon removed by the Climes that has been purchased via the Platform. That would directly lead to greenwashing and reduce our credibility in the market, in the event that Climeverse discovers that the Client has violated this provision, Climeverse may terminate the Client’s access to the platform with immediate effect.
5.8. Any communication issued by the Client on the amount of carbon removed by the Climes that has been purchased via the Platform or the implications of the collaboration between the Client and Climeverse must be reviewed and approved by Climeverse prior to publication. Any such communication that the Client wishes to issue in this regard will be first shared with Climeverse on growth@climes.io. Climeverse will endeavor to work with the Client to ensure that the contents of the communication are accurate and reflect the correct number/amount of carbon neutralized. Climeverse will ensure that there is no undue delay in responding to any such requests from the Client. In the event that the Client publishes any communication without Climeverse’s approval, Climeverse may terminate the Client’s access to the platform with immediate effect
Restrictions on License to the Product:
The Client represents and warrants that:
6.1. it shall not rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in-service bureau, or otherwise make Product available to any third-party contrary to the terms stated herein;
6.2. it shall ensure that the information which shall be provided to Climeverse shall be true and shall not contain any information which is not obtained lawfully as per the applicable laws;
6.3. it shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Products;
6.4. it shall not do any act which shall damage, disable, overburden or impair Climeverse’s servers or network, or interfere with any other party’s use and enjoyment of the Product;
6.5. it shall not access the Product in order to build a commercially available product or service which competes with the Product;
6.6 it shall not use the Product in a manner that is prohibited by any law or regulation;
6.7. it shall not copy any features, functions, integrations, interfaces, or graphics which are part of the Product;
6.8. it shall not willfully tamper with the security of the Products, including attempting to probe, scan or test the vulnerability of the Product or to breach the security or authentication measures;
6.9. it shall not share any sensitive data with Climeverse, which, in the normal course of events, would demand special handling and introduce a security burden on Climeverse that is not agreed upon by Climeverse in writing in advance of receipt of such data;
6.10. it shall further not transmit any information through the Products, in any manner or avail Services in any manner, which may:
(i) be unlawful, threatening, abusive, libelous, defamatory; (ii) refute or is contrary to what is set out anywhere in the Agreement; (iii) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); violates the privacy of any third-party.
6.11. it shall not host, display, upload, modify, publish, transmit, update or share any information belonging to another person and to which the Client does not have any right.
Warranty Limitations:
7.1. The Client acknowledges that Product is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, Climeverse gives no warranty or representation that the Product will always be wholly free from defects, errors, and bugs.
7.2. The Client acknowledges that the Product is designed to be compatible only with the web-based/ mobile based application and those applications, which is explicitly specified as compatible in the specifications provided by Climeverse.
7.3. This Product does not enable a complete footprint assessment that is needed for them to achieve net-zero emissions. That is sold as a separate service and is not covered by this Terms of Service.
Data Security and Confidentiality
8.1. Each Party may from time to time during the term of this Agreement disclose to the other Party certain non-public, Confidential Information, whether or not designated as “confidential” or “proprietary” or similar designation, that relates to the past, present or future business activities, including, inter-alia, technical, marketing, financial, business, planning, and other confidential and proprietary information.
8.2. Party receiving Confidential Information (“Receiving Party”) will hold the Confidential Information in trust and confidence and, except as outlined in this Agreement or as otherwise may be authorized by the Party disclosing Confidential Information (“Disclosing Party”), in writing, will not disclose such information to any third party.
8.3. Receiving Party may disclose Confidential Information, if required to do so under applicable law, rule, or order, provided that the Receiving Party to the extent legally permissible, provides the Disclosing Party, with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedies, and provided further that the Receiving Party discloses no more Confidential Information of the Disclosing Party than is reasonably necessary in order to respond to the required disclosure.
8.4. At the request and option of the Disclosing Party, or in the event of termination or expiration of this Agreement (or any part thereof), the Receiving Party shall promptly: (a) return to the Disclosing Party the Confidential Information and all documentation, information, Services, and data related to the Agreement, even if not Confidential Information) or (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by the Disclosing Party, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.
8.5. The confidentiality obligation under this Agreement shall survive termination of this Agreement for a period of two (2) years.
8.6. Data shall be processed by Climeverse in accordance with the applicable laws.
8.7. Climeverse is not and shall not be obliged to review the Client Data for accuracy or potential liability.
8.8. Any Personal Data obtained from the Client shall be processed by Climeverse in accordance with laws applicable within India to the processing of such data.
Termination
9.1. It has been mutually agreed between the Parties that the Client’s Subscription shall renew automatically for consecutive periods months (“Renewal Term”) unless terminated by the User. The Initial Term and Renewal Term shall be collectively referred to as “Term”.
9.2. Climeverse may forthwith terminate this Agreement at any point during the Term, on the occurrence of the following event:
9.3. Client is not using the license to Product in accordance with the terms and conditions as mentioned in this Agreement;
9.4. If Climeverse has reasonable grounds to believe that the Client is utilizing the Services for any illegal or disruptive purposes.
Consequence of Termination
10.1. Client’s access to the Platform will be revoked.
10.2. Upon termination of this Agreement, both Parties will immediately cease to use in any form or media all Intellectual Property associated with the other Party.
Intellectual Property
11.1. Either Party shall retain all rights with respect to its Intellectual Property that existed prior to the execution of this Agreement. Under the API model, Client Data shall belong to the Client.
11.2. Branding & Marketing: Climeverse may use the Client’s name and logo to identify the Client as a customer of Climeverse for marketing purposes on Climeverse’s website, social media platforms, and to create marketing materials. Climeverse shall use its best endeavors to ensure that such marketing efforts do not tarnish the image of the Client.
11.3. Climeverse retains all rights, titles, and interest in the Intellectual Property Rights in the Product and Services. Other than the limited permission to use the Services and Product as provided by Climeverse as expressly outlined in this Agreement, no other license or other proprietary rights in the Services and Product are granted to the Client and all such rights are hereby expressly reserved by Climeverse.
11.4. Climeverse shall own all rights and title in any Intellectual Property, whether or not patentable or registrable under patent, copyright, or similar statutes, that are generated, created, conceived, or reduced to practice by Climeverse, either alone or jointly with others in connection with providing of the Services. Client shall have no right in whatsoever manner, in the Intellectual Property Rights developed during availing Services.
11.5. Client herein shall at all times take necessary steps to prevent infringement of the Intellectual Property Rights of Climeverse by any third party. Upon becoming aware of any such actual or attempted infringement, the Client so becoming aware shall promptly inform Climeverse of such infringement and both Parties shall agree on measures necessary to prevent such infringement. In the event that any third party infringes or is likely to infringe any Intellectual Property Rights, appearing in or on the Product and Services.
11.6. The outputs obtained from the Client’s use of the Product and Services may be used as marketing collateral to be published via any and all mode or medium only if such marketing collateral also contains attribution to Climeverse. The Client will inform Climeverse before creating or using any such marketing collateral.
Indemnification:
12.1. Both Parties shall defend, indemnify and hold harmless the other from any and all claims, losses, liabilities, damages, expenses, and costs (excluding attorneys’ fees and court costs) howsoever arising out of or resulting from or relating directly to breach of any applicable laws; gross negligent act and willful misconduct.
12.2. Climeverse further agrees to indemnify, defend and hold Client harmless from and against all actual and direct claims and/or losses incurred by Client on account of any third-party claims arising out of infringement of any intellectual property rights of any third party by Climeverse from the usage of Product by Client. However, Climeverse shall not have any liability to indemnify for any claim arising out of infringing any intellectual property rights of a third party to the extent that any infringement or claim thereof is attributable to (i) the combination, operation, or use of Product with the equipment or software supplied by the Client, where the Product would not itself be infringing; (ii) compliance with designs, instructions provided by Client; (iii) use of Product in an application or environment for which it was not designed or contemplated under this Agreement.
12.3. Client shall defend, indemnify and hold harmless Climeverse and its directors, officers, employees, affiliates, and agents from any and all claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) howsoever arising out of or resulting from or relating directly or indirectly to (i) government fines and penalties that are imposed, as a result of negligent or intentional acts or omissions of the Client or Client personnel (ii) breach of any Client’s obligations, representations and warranties set out in this Agreement and (iii) your use or misuse of the Product and Platform;.
12.4. The foregoing is, however, conditional upon one Party (“Indemnified Party”) (i) notifying the other Party (“Indemnifying Party”) in writing and in detail without undue delay, (ii) authorizing the Indemnifying Party to conduct any judicial proceedings with such third party on its own, and (iii) providing the Indemnifying Party (at the expense of the Indemnifying Party) with any reasonable assistance so that the Indemnifying Party can defend such third-party claims.
Limitation of Liability
Either Party’s total liability under or in connection with this Agreement, whether in tort or contract (including for breach of warranty, negligence, and strict liability in tort), will be limited to the actual direct damages incurred but will not exceed the amounts actually paid to Climeverse by the Client in the six (6) month period immediately preceding the relevant Party’s formal written notice of the claim for liability hereunder. Neither Party will be liable to the other for any indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings, regardless of the form of action or the theory of recovery, even if it has been advised of the possibility of such damages.
Governing Law and Jurisdiction:
This Agreement will be deemed to have been made and construed in accordance with the laws of India. Subject to the arbitration provision stated herein, in the event of any dispute between the Parties, the courts at Bangalore shall have exclusive jurisdiction over such dispute.
Compliance with Law:
Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, national, state, and local statutes, and orders regulations, including those relating to privacy and data protection.
Force Majeure:
Neither Party shall be liable for failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by matters beyond that party's reasonable control including but not limited to destruction arising out of war, rebellion, civil commotion, strikes, lockouts, and industrial disputes, fire, explosion, earthquake, pandemics, epidemics, government action and/or other seismic activity, acts of God, flood, drought or bad weather. Notice of these circumstances shall be given to the other Party immediately and the party suffering from Force Majeure shall take sufficient measures to eliminate impact and reduce losses caused by Force Majeure, if the party suffering from Force Majeure fails to take reasonable remedial measures it cannot be exempted from the corresponding liability and obligations. For so long as the performance of those obligations is suspended, the other Party may similarly suspend the performance of its obligations.
Remedies:
Both Parties reserve all remedies available at law or equity for any disputes that arise under this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.
Survival:
All provisions that are intended to survive the termination or expiry of this Agreement shall survive.
Miscellaneous:
Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party. Only a written instrument executed by each of the parties hereto may amend this Agreement. This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein. The relationship between the Parties is on a “principal-to-principal” basis. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The failure of any party to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights. In the event that any provision of this Agreement shall be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, understanding, undertaking, or arrangement between the Parties relating to the subject matter hereof.
Notice:
Notices will be issued on formal communication channels as mutually decided between the Parties.
Assumptions and Qualifications:
21.1. Climeverse has relied on the data and information provided as it is and has not independently verified such data and information including the authenticity of such data and information.
21.2. Climeverse has relied on the warranty provided by Client that it has the right to enter into this Agreement with Climeverse and is in compliance with all relevant national and international laws with respect to the terms, purpose, and services provided under this Agreement.
This Terms of Service (“Terms of Service”) is a legally binding agreement between you (“you,” or “your” or “Client” as the case may be) and Climeverse Technologies Private Limited, (“Climeverse”). You acknowledge and agree that your use of the Climeverse platform (the “Platform”) through our website at https://climes.io/ (the “Website”) will be governed by this Agreement, our Privacy Policy, and any related terms.
This Terms of Service shall be read along with the Website’s terms of service as available on https://climes.io/terms-and- conditions (“Website Terms of Service”). The Terms of Service and the Website Terms of Service shall collectively be referred to as “Agreement”. In the event of any contradiction or duplicity in the terms contained in this Terms of Service and the Website Terms of Service, the respective clause in this Terms of Service shall prevail.
YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE OR PLATFORM.
WHEREAS
Climeverse is in the business of building an API-led consumer first marketplace that channels capital towards carbon- avoidance & removal solutions and other allied services. Climeverse has developed a tool for estimation of carbon emissions within supply chain activities of the Client (“Product”);
Client is desirous of using Product and availing services about the Product;
Pursuant to various representations, covenants, and warranties made by the Parties and believing the correctness of such representations, Parties have agreed to enter into this Agreement on the detailed terms and conditions as set out hereinbelow.
CONSENT
For using the Platform, you may be asked to indicate your acceptance of this Agreement by clicking a button marked “I Accept”, “I Agree”, “Okay” or “I Consent”; or other words or actions that similarly acknowledge your consent or acceptance of a click-through terms and conditions or you may indicate your acceptance by executing an Order Form. Any consent so provided by you will be deemed to be valid consent under all applicable laws.
Definitions:
In this Agreement, (i) unless a contrary intention appears, or the context otherwise requires or admits, capitalized terms defined by inclusion in quotations and/or parenthesis shall have the meanings ascribed to them herein; and (ii) the following terms shall have the meanings assigned to them herein below:
(a) “Customer” shall mean and include the Client’s customer who has been given a set number of Climes to allocate to a Carbon Project and having access to the Website at the Client’s end.
(b) “Confidential Information” means any and all information relating to a Party’s business including without limitation, financial, technical data, Intellectual Property, or know-how, including, which confidential information is designated in writing to be confidential or proprietary or, if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Notwithstanding any failure to identify it, however, all source code, object code, and graphic user interface shall be Confidential Information. The Confidential information shall not include any information (i) already present with the recipient before the signing of this Agreement (ii) available in the public domain (iii) lawfully shared with the recipient by any third-party (iv) independently developed by the recipient without using the Confidential Information (v) that the disclosing party is compelled to disclose to a government authority or by order of a court of competent jurisdiction, provided the disclosing party provides prior notice of the disclosure to the receiving party.
(c) Effective Date” shall mean such date on which you commence using the Services or such date defined in the Order Form.
(d) “Fee” shall mean the payment made by Client to Climeverse as specified in the respective SoWs and clause 3 of this Agreement;
(e) “Intellectual Property” means and includes Parties’ patents, inventions (whether patentable or not), utility models, trademarks, service marks, algorithms, code-bases, logos, trade names, domain names, database rights, design rights, rights in know-how, trade secrets, copyrights, moral rights, and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered and including applications for the registration or grant of any such rights and any and all forms of protection having equivalent or similar effect in the world and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the software developed by Climeverse pursuant to this Agreement;
(f) “Intellectual Property Rights” shall mean and include either Party’s all possible rights, benefits, title, or interest in or to the Intellectual Property, anywhere in the world, (whether registered or not and including all applications for the same and any extensions and renewals thereof;
(g) “Order Form” shall mean the ordering document for the Products, which together with these terms and conditions form this Agreement.
(h) “Personal Data” means any data which relates to a natural person if that person can, whether directly or indirectly in conjunction with any other data, be identified from it as defined under the applicable data protection laws;
(i) “Client Data” means all information, data, and material that is generated, accessed, interpreted, and/or analyzed through the Services by the Client;
(j) “Client Services” means the services being rendered by the Client to the Customer.
(k) “Initial Term” shall mean such period commencing from the Effective Date as set out in the Order Form or as per the Subscription selected by the User;
(l) “Services” shall mean and include the subscription-based services that are offered by Climeverse via the Product and additional services as set out in the SoWs entered into between the Parties;
Scope of Agreement: Subject to the terms and conditions of this Agreement, Climeverse shall render Services as set out in the Order Form or as opted for by the Client on the Website, as the case may be. Subject to the terms of this Agreement, Order Form (if applicable), and payment of the fees, Climeverse hereby grants to the Client a non-sublicensable, limited, restricted, revocable, non-transferable, non-exclusive subscription to access and use the Product and the Platform, solely for the Client’s internal business purposes. Climeverse shall ensure that its employees, account managers, or anyone else acting on its behalf, comply with the terms and conditions set out in this Agreement and the Order Form (if applicable).
The Platform provides the following Services:
Our mission is to help cool down our planet and reverse climate change by reimagining carbon as a commodity and enabling pull-based demand for greenhouse gas credits (aka. CO2e carbon credits). This entails building a consumer-first market place for carbon credits, that will help channel capital towards carbon avoidance and removal solutions.
Climeverse offers a Platform enabling you to purchase and allocate the Clime (“Clime”, where 1 kilogram of CO2e = 1 Clime) to various globally certified projects that reduce, remove or avoid carbon emissions (“Supply Partner”), to help the Client neutralise its carbon emissions. Once a Clime is allocated by your Customer towards a Carbon Project, the same Clime cannot be changed, modified or re-allocated towards a different Project.
Climeverse also offer the Customer a dashboard to ascertain:
Accurate and transparent communication of their climate impact through a widget that can be used on any website/medium
Access to datapoints on who used the link to register their selection on the Carbon Project
Purchase of Climes:
You may purchase a specific number of Climes on a recurring basis by availing a Subscription as specified below or by executing an Order Form with us on a case-to-case basis. In either case the usage of the Climes and the Platform by you and your Customer’s will be governed by this Agreement.
The Clime is not redeemable for cash, has no cash value, is non-refundable, and serves merely as a means to provide an incentive to the Customer to use our Services.
Use of Climes:
The Climes that are purchased by you may be utilized in the following manner:
The Client sets a budget and purchases a set of Climes.
The Client may then distribute the Climes through its marketing channels to its Customer ecosystem.
The Customer may allocate their Climes by voting for Carbon Projects on the Platform/Website.
Climeverse will then treat the allocated Clime for the respective Carbon Project in the manner set out in the Website Terms and Conditions.
Fees and Payment
The fees and pricing for the services availed from Climeverse shall be specified in the subscription plans (“Subscription”) available on the Platform or in the work order form executed by the Parties.
The value of a Clime will vary from country to country, these values have been ascertained keeping in mind the purchasing power parity based on the geographies where the Clime is sold. You may check the value of the Clime in your country by writing to growth@climes.io.
You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) based on the subscription plan selected by you. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Climeverse cancels it. You may cancel your Subscription renewal on the Platform. A valid payment method, like credit card, is required to process the payment for your subscription. You shall provide Climeverse with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorise Climeverse to charge all Subscription fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for a reason, Climeverse will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Client can cancel, upgrade or modify their Subscription within the platform, in which case, additional charges (only in case of an upgrade) can be paid upfront. In case of a concern, users can also reach out via email at growth@climes.io and the team can internally evaluate grievances and process refunds/cancellations for the current and/or upcoming period of subscription only. The refunds shall be processed solely at the discretion of Climeverse.
Climeverse Obligations:
4.1. Climeverse undertakes that the Services will be performed substantially in accordance with the documentation and with reasonable skill and care.
4.2. The undertaking at Clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Product and Services contrary to Climeverse instructions, or modification or alteration of the Product and Services by any party other than Climeverse or Climeverse’s duly authorized contractors or agents.
4.3. Climeverse represents and warrants that it does not have, and will not enter into, any legal or contractual obligations that would prevent it from complying with its obligations under this Agreement, including without limitations.
4.4. Climeverse guarantees that the Product and Services under this Agreement do not infringe or violate any rights of any third party and further Climeverse guarantees that Client can use the information or the Service results formed by Climeverse in accordance with the law only for the purpose as mentioned in the Agreement.
4.5. Climeverse shall obtain and shall maintain all necessary licenses, consents, and permissions necessary in order to perform its obligations under this Agreement.
4.6. Warranty Disclaimer: Climeverse expressly disclaims any and all other warranties of any kind or nature, whether express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
Client Obligations:
5.1. Client to avail the Services shall provide Climeverse with a) necessary co-operation in relation to the performance of Services under this Agreement; b) necessary access to such information as may be required by Climeverse to render Services;
5.2. The Client shall procure the compliance of any of its employees, agents or subcontractors who utilize the Product and Services, with the terms of this Agreement; and it shall not use Product and Services in a way that is fraudulent, unlawful, or unauthorized.
5.3. Client shall be solely responsible for any liability arising out of or relating to the Client Data and Client Services, whether transmitted on its own or any third party’s behalf.
5.4. Climeverse shall not be liable for any damages, including any consequential loss, incurred by the Client because of any contravention with this Section
5.5. The Service is not meant as data storage or backup service, and the Client shall maintain an independent backup of Client Data.
5.6. The Client shall implement security procedures necessary to limit access to the Services to the Client’s Authorized Users for the use of the Services.
5.7. The Client shall not misrepresent the number of Climes or the amount of carbon removed by the Climes that has been purchased via the Platform. That would directly lead to greenwashing and reduce our credibility in the market, in the event that Climeverse discovers that the Client has violated this provision, Climeverse may terminate the Client’s access to the platform with immediate effect.
5.8. Any communication issued by the Client on the amount of carbon removed by the Climes that has been purchased via the Platform or the implications of the collaboration between the Client and Climeverse must be reviewed and approved by Climeverse prior to publication. Any such communication that the Client wishes to issue in this regard will be first shared with Climeverse on growth@climes.io. Climeverse will endeavor to work with the Client to ensure that the contents of the communication are accurate and reflect the correct number/amount of carbon neutralized. Climeverse will ensure that there is no undue delay in responding to any such requests from the Client. In the event that the Client publishes any communication without Climeverse’s approval, Climeverse may terminate the Client’s access to the platform with immediate effect
Restrictions on License to the Product:
The Client represents and warrants that:
6.1. it shall not rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in-service bureau, or otherwise make Product available to any third-party contrary to the terms stated herein;
6.2. it shall ensure that the information which shall be provided to Climeverse shall be true and shall not contain any information which is not obtained lawfully as per the applicable laws;
6.3. it shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Products;
6.4. it shall not do any act which shall damage, disable, overburden or impair Climeverse’s servers or network, or interfere with any other party’s use and enjoyment of the Product;
6.5. it shall not access the Product in order to build a commercially available product or service which competes with the Product;
6.6 it shall not use the Product in a manner that is prohibited by any law or regulation;
6.7. it shall not copy any features, functions, integrations, interfaces, or graphics which are part of the Product;
6.8. it shall not willfully tamper with the security of the Products, including attempting to probe, scan or test the vulnerability of the Product or to breach the security or authentication measures;
6.9. it shall not share any sensitive data with Climeverse, which, in the normal course of events, would demand special handling and introduce a security burden on Climeverse that is not agreed upon by Climeverse in writing in advance of receipt of such data;
6.10. it shall further not transmit any information through the Products, in any manner or avail Services in any manner, which may:
(i) be unlawful, threatening, abusive, libelous, defamatory; (ii) refute or is contrary to what is set out anywhere in the Agreement; (iii) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); violates the privacy of any third-party.
6.11. it shall not host, display, upload, modify, publish, transmit, update or share any information belonging to another person and to which the Client does not have any right.
Warranty Limitations:
7.1. The Client acknowledges that Product is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, Climeverse gives no warranty or representation that the Product will always be wholly free from defects, errors, and bugs.
7.2. The Client acknowledges that the Product is designed to be compatible only with the web-based/ mobile based application and those applications, which is explicitly specified as compatible in the specifications provided by Climeverse.
7.3. This Product does not enable a complete footprint assessment that is needed for them to achieve net-zero emissions. That is sold as a separate service and is not covered by this Terms of Service.
Data Security and Confidentiality
8.1. Each Party may from time to time during the term of this Agreement disclose to the other Party certain non-public, Confidential Information, whether or not designated as “confidential” or “proprietary” or similar designation, that relates to the past, present or future business activities, including, inter-alia, technical, marketing, financial, business, planning, and other confidential and proprietary information.
8.2. Party receiving Confidential Information (“Receiving Party”) will hold the Confidential Information in trust and confidence and, except as outlined in this Agreement or as otherwise may be authorized by the Party disclosing Confidential Information (“Disclosing Party”), in writing, will not disclose such information to any third party.
8.3. Receiving Party may disclose Confidential Information, if required to do so under applicable law, rule, or order, provided that the Receiving Party to the extent legally permissible, provides the Disclosing Party, with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedies, and provided further that the Receiving Party discloses no more Confidential Information of the Disclosing Party than is reasonably necessary in order to respond to the required disclosure.
8.4. At the request and option of the Disclosing Party, or in the event of termination or expiration of this Agreement (or any part thereof), the Receiving Party shall promptly: (a) return to the Disclosing Party the Confidential Information and all documentation, information, Services, and data related to the Agreement, even if not Confidential Information) or (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by the Disclosing Party, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.
8.5. The confidentiality obligation under this Agreement shall survive termination of this Agreement for a period of two (2) years.
8.6. Data shall be processed by Climeverse in accordance with the applicable laws.
8.7. Climeverse is not and shall not be obliged to review the Client Data for accuracy or potential liability.
8.8. Any Personal Data obtained from the Client shall be processed by Climeverse in accordance with laws applicable within India to the processing of such data.
Termination
9.1. It has been mutually agreed between the Parties that the Client’s Subscription shall renew automatically for consecutive periods months (“Renewal Term”) unless terminated by the User. The Initial Term and Renewal Term shall be collectively referred to as “Term”.
9.2. Climeverse may forthwith terminate this Agreement at any point during the Term, on the occurrence of the following event:
9.3. Client is not using the license to Product in accordance with the terms and conditions as mentioned in this Agreement;
9.4. If Climeverse has reasonable grounds to believe that the Client is utilizing the Services for any illegal or disruptive purposes.
Consequence of Termination
10.1. Client’s access to the Platform will be revoked.
10.2. Upon termination of this Agreement, both Parties will immediately cease to use in any form or media all Intellectual Property associated with the other Party.
Intellectual Property
11.1. Either Party shall retain all rights with respect to its Intellectual Property that existed prior to the execution of this Agreement. Under the API model, Client Data shall belong to the Client.
11.2. Branding & Marketing: Climeverse may use the Client’s name and logo to identify the Client as a customer of Climeverse for marketing purposes on Climeverse’s website, social media platforms, and to create marketing materials. Climeverse shall use its best endeavors to ensure that such marketing efforts do not tarnish the image of the Client.
11.3. Climeverse retains all rights, titles, and interest in the Intellectual Property Rights in the Product and Services. Other than the limited permission to use the Services and Product as provided by Climeverse as expressly outlined in this Agreement, no other license or other proprietary rights in the Services and Product are granted to the Client and all such rights are hereby expressly reserved by Climeverse.
11.4. Climeverse shall own all rights and title in any Intellectual Property, whether or not patentable or registrable under patent, copyright, or similar statutes, that are generated, created, conceived, or reduced to practice by Climeverse, either alone or jointly with others in connection with providing of the Services. Client shall have no right in whatsoever manner, in the Intellectual Property Rights developed during availing Services.
11.5. Client herein shall at all times take necessary steps to prevent infringement of the Intellectual Property Rights of Climeverse by any third party. Upon becoming aware of any such actual or attempted infringement, the Client so becoming aware shall promptly inform Climeverse of such infringement and both Parties shall agree on measures necessary to prevent such infringement. In the event that any third party infringes or is likely to infringe any Intellectual Property Rights, appearing in or on the Product and Services.
11.6. The outputs obtained from the Client’s use of the Product and Services may be used as marketing collateral to be published via any and all mode or medium only if such marketing collateral also contains attribution to Climeverse. The Client will inform Climeverse before creating or using any such marketing collateral.
Indemnification:
12.1. Both Parties shall defend, indemnify and hold harmless the other from any and all claims, losses, liabilities, damages, expenses, and costs (excluding attorneys’ fees and court costs) howsoever arising out of or resulting from or relating directly to breach of any applicable laws; gross negligent act and willful misconduct.
12.2. Climeverse further agrees to indemnify, defend and hold Client harmless from and against all actual and direct claims and/or losses incurred by Client on account of any third-party claims arising out of infringement of any intellectual property rights of any third party by Climeverse from the usage of Product by Client. However, Climeverse shall not have any liability to indemnify for any claim arising out of infringing any intellectual property rights of a third party to the extent that any infringement or claim thereof is attributable to (i) the combination, operation, or use of Product with the equipment or software supplied by the Client, where the Product would not itself be infringing; (ii) compliance with designs, instructions provided by Client; (iii) use of Product in an application or environment for which it was not designed or contemplated under this Agreement.
12.3. Client shall defend, indemnify and hold harmless Climeverse and its directors, officers, employees, affiliates, and agents from any and all claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) howsoever arising out of or resulting from or relating directly or indirectly to (i) government fines and penalties that are imposed, as a result of negligent or intentional acts or omissions of the Client or Client personnel (ii) breach of any Client’s obligations, representations and warranties set out in this Agreement and (iii) your use or misuse of the Product and Platform;.
12.4. The foregoing is, however, conditional upon one Party (“Indemnified Party”) (i) notifying the other Party (“Indemnifying Party”) in writing and in detail without undue delay, (ii) authorizing the Indemnifying Party to conduct any judicial proceedings with such third party on its own, and (iii) providing the Indemnifying Party (at the expense of the Indemnifying Party) with any reasonable assistance so that the Indemnifying Party can defend such third-party claims.
Limitation of Liability
Either Party’s total liability under or in connection with this Agreement, whether in tort or contract (including for breach of warranty, negligence, and strict liability in tort), will be limited to the actual direct damages incurred but will not exceed the amounts actually paid to Climeverse by the Client in the six (6) month period immediately preceding the relevant Party’s formal written notice of the claim for liability hereunder. Neither Party will be liable to the other for any indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings, regardless of the form of action or the theory of recovery, even if it has been advised of the possibility of such damages.
Governing Law and Jurisdiction:
This Agreement will be deemed to have been made and construed in accordance with the laws of India. Subject to the arbitration provision stated herein, in the event of any dispute between the Parties, the courts at Bangalore shall have exclusive jurisdiction over such dispute.
Compliance with Law:
Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, national, state, and local statutes, and orders regulations, including those relating to privacy and data protection.
Force Majeure:
Neither Party shall be liable for failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by matters beyond that party's reasonable control including but not limited to destruction arising out of war, rebellion, civil commotion, strikes, lockouts, and industrial disputes, fire, explosion, earthquake, pandemics, epidemics, government action and/or other seismic activity, acts of God, flood, drought or bad weather. Notice of these circumstances shall be given to the other Party immediately and the party suffering from Force Majeure shall take sufficient measures to eliminate impact and reduce losses caused by Force Majeure, if the party suffering from Force Majeure fails to take reasonable remedial measures it cannot be exempted from the corresponding liability and obligations. For so long as the performance of those obligations is suspended, the other Party may similarly suspend the performance of its obligations.
Remedies:
Both Parties reserve all remedies available at law or equity for any disputes that arise under this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.
Survival:
All provisions that are intended to survive the termination or expiry of this Agreement shall survive.
Miscellaneous:
Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party. Only a written instrument executed by each of the parties hereto may amend this Agreement. This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein. The relationship between the Parties is on a “principal-to-principal” basis. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The failure of any party to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights. In the event that any provision of this Agreement shall be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, understanding, undertaking, or arrangement between the Parties relating to the subject matter hereof.
Notice:
Notices will be issued on formal communication channels as mutually decided between the Parties.
Assumptions and Qualifications:
21.1. Climeverse has relied on the data and information provided as it is and has not independently verified such data and information including the authenticity of such data and information.
21.2. Climeverse has relied on the warranty provided by Client that it has the right to enter into this Agreement with Climeverse and is in compliance with all relevant national and international laws with respect to the terms, purpose, and services provided under this Agreement.
This Terms of Service (“Terms of Service”) is a legally binding agreement between you (“you,” or “your” or “Client” as the case may be) and Climeverse Technologies Private Limited, (“Climeverse”). You acknowledge and agree that your use of the Climeverse platform (the “Platform”) through our website at https://climes.io/ (the “Website”) will be governed by this Agreement, our Privacy Policy, and any related terms.
This Terms of Service shall be read along with the Website’s terms of service as available on https://climes.io/terms-and- conditions (“Website Terms of Service”). The Terms of Service and the Website Terms of Service shall collectively be referred to as “Agreement”. In the event of any contradiction or duplicity in the terms contained in this Terms of Service and the Website Terms of Service, the respective clause in this Terms of Service shall prevail.
YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS OUR PRIVACY POLICY REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR WEBSITE OR PLATFORM.
WHEREAS
Climeverse is in the business of building an API-led consumer first marketplace that channels capital towards carbon- avoidance & removal solutions and other allied services. Climeverse has developed a tool for estimation of carbon emissions within supply chain activities of the Client (“Product”);
Client is desirous of using Product and availing services about the Product;
Pursuant to various representations, covenants, and warranties made by the Parties and believing the correctness of such representations, Parties have agreed to enter into this Agreement on the detailed terms and conditions as set out hereinbelow.
CONSENT
For using the Platform, you may be asked to indicate your acceptance of this Agreement by clicking a button marked “I Accept”, “I Agree”, “Okay” or “I Consent”; or other words or actions that similarly acknowledge your consent or acceptance of a click-through terms and conditions or you may indicate your acceptance by executing an Order Form. Any consent so provided by you will be deemed to be valid consent under all applicable laws.
Definitions:
In this Agreement, (i) unless a contrary intention appears, or the context otherwise requires or admits, capitalized terms defined by inclusion in quotations and/or parenthesis shall have the meanings ascribed to them herein; and (ii) the following terms shall have the meanings assigned to them herein below:
(a) “Customer” shall mean and include the Client’s customer who has been given a set number of Climes to allocate to a Carbon Project and having access to the Website at the Client’s end.
(b) “Confidential Information” means any and all information relating to a Party’s business including without limitation, financial, technical data, Intellectual Property, or know-how, including, which confidential information is designated in writing to be confidential or proprietary or, if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Notwithstanding any failure to identify it, however, all source code, object code, and graphic user interface shall be Confidential Information. The Confidential information shall not include any information (i) already present with the recipient before the signing of this Agreement (ii) available in the public domain (iii) lawfully shared with the recipient by any third-party (iv) independently developed by the recipient without using the Confidential Information (v) that the disclosing party is compelled to disclose to a government authority or by order of a court of competent jurisdiction, provided the disclosing party provides prior notice of the disclosure to the receiving party.
(c) Effective Date” shall mean such date on which you commence using the Services or such date defined in the Order Form.
(d) “Fee” shall mean the payment made by Client to Climeverse as specified in the respective SoWs and clause 3 of this Agreement;
(e) “Intellectual Property” means and includes Parties’ patents, inventions (whether patentable or not), utility models, trademarks, service marks, algorithms, code-bases, logos, trade names, domain names, database rights, design rights, rights in know-how, trade secrets, copyrights, moral rights, and any other intellectual property or proprietary rights (including rights in computer software), in each case whether registered or unregistered and including applications for the registration or grant of any such rights and any and all forms of protection having equivalent or similar effect in the world and all other intellectual property rights of a similar or corresponding character which may now or in the future subsist in any part of the software developed by Climeverse pursuant to this Agreement;
(f) “Intellectual Property Rights” shall mean and include either Party’s all possible rights, benefits, title, or interest in or to the Intellectual Property, anywhere in the world, (whether registered or not and including all applications for the same and any extensions and renewals thereof;
(g) “Order Form” shall mean the ordering document for the Products, which together with these terms and conditions form this Agreement.
(h) “Personal Data” means any data which relates to a natural person if that person can, whether directly or indirectly in conjunction with any other data, be identified from it as defined under the applicable data protection laws;
(i) “Client Data” means all information, data, and material that is generated, accessed, interpreted, and/or analyzed through the Services by the Client;
(j) “Client Services” means the services being rendered by the Client to the Customer.
(k) “Initial Term” shall mean such period commencing from the Effective Date as set out in the Order Form or as per the Subscription selected by the User;
(l) “Services” shall mean and include the subscription-based services that are offered by Climeverse via the Product and additional services as set out in the SoWs entered into between the Parties;
Scope of Agreement: Subject to the terms and conditions of this Agreement, Climeverse shall render Services as set out in the Order Form or as opted for by the Client on the Website, as the case may be. Subject to the terms of this Agreement, Order Form (if applicable), and payment of the fees, Climeverse hereby grants to the Client a non-sublicensable, limited, restricted, revocable, non-transferable, non-exclusive subscription to access and use the Product and the Platform, solely for the Client’s internal business purposes. Climeverse shall ensure that its employees, account managers, or anyone else acting on its behalf, comply with the terms and conditions set out in this Agreement and the Order Form (if applicable).
The Platform provides the following Services:
Our mission is to help cool down our planet and reverse climate change by reimagining carbon as a commodity and enabling pull-based demand for greenhouse gas credits (aka. CO2e carbon credits). This entails building a consumer-first market place for carbon credits, that will help channel capital towards carbon avoidance and removal solutions.
Climeverse offers a Platform enabling you to purchase and allocate the Clime (“Clime”, where 1 kilogram of CO2e = 1 Clime) to various globally certified projects that reduce, remove or avoid carbon emissions (“Supply Partner”), to help the Client neutralise its carbon emissions. Once a Clime is allocated by your Customer towards a Carbon Project, the same Clime cannot be changed, modified or re-allocated towards a different Project.
Climeverse also offer the Customer a dashboard to ascertain:
Accurate and transparent communication of their climate impact through a widget that can be used on any website/medium
Access to datapoints on who used the link to register their selection on the Carbon Project
Purchase of Climes:
You may purchase a specific number of Climes on a recurring basis by availing a Subscription as specified below or by executing an Order Form with us on a case-to-case basis. In either case the usage of the Climes and the Platform by you and your Customer’s will be governed by this Agreement.
The Clime is not redeemable for cash, has no cash value, is non-refundable, and serves merely as a means to provide an incentive to the Customer to use our Services.
Use of Climes:
The Climes that are purchased by you may be utilized in the following manner:
The Client sets a budget and purchases a set of Climes.
The Client may then distribute the Climes through its marketing channels to its Customer ecosystem.
The Customer may allocate their Climes by voting for Carbon Projects on the Platform/Website.
Climeverse will then treat the allocated Clime for the respective Carbon Project in the manner set out in the Website Terms and Conditions.
Fees and Payment
The fees and pricing for the services availed from Climeverse shall be specified in the subscription plans (“Subscription”) available on the Platform or in the work order form executed by the Parties.
The value of a Clime will vary from country to country, these values have been ascertained keeping in mind the purchasing power parity based on the geographies where the Clime is sold. You may check the value of the Clime in your country by writing to growth@climes.io.
You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) based on the subscription plan selected by you. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Climeverse cancels it. You may cancel your Subscription renewal on the Platform. A valid payment method, like credit card, is required to process the payment for your subscription. You shall provide Climeverse with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorise Climeverse to charge all Subscription fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for a reason, Climeverse will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
Client can cancel, upgrade or modify their Subscription within the platform, in which case, additional charges (only in case of an upgrade) can be paid upfront. In case of a concern, users can also reach out via email at growth@climes.io and the team can internally evaluate grievances and process refunds/cancellations for the current and/or upcoming period of subscription only. The refunds shall be processed solely at the discretion of Climeverse.
Climeverse Obligations:
4.1. Climeverse undertakes that the Services will be performed substantially in accordance with the documentation and with reasonable skill and care.
4.2. The undertaking at Clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Product and Services contrary to Climeverse instructions, or modification or alteration of the Product and Services by any party other than Climeverse or Climeverse’s duly authorized contractors or agents.
4.3. Climeverse represents and warrants that it does not have, and will not enter into, any legal or contractual obligations that would prevent it from complying with its obligations under this Agreement, including without limitations.
4.4. Climeverse guarantees that the Product and Services under this Agreement do not infringe or violate any rights of any third party and further Climeverse guarantees that Client can use the information or the Service results formed by Climeverse in accordance with the law only for the purpose as mentioned in the Agreement.
4.5. Climeverse shall obtain and shall maintain all necessary licenses, consents, and permissions necessary in order to perform its obligations under this Agreement.
4.6. Warranty Disclaimer: Climeverse expressly disclaims any and all other warranties of any kind or nature, whether express or implied, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
Client Obligations:
5.1. Client to avail the Services shall provide Climeverse with a) necessary co-operation in relation to the performance of Services under this Agreement; b) necessary access to such information as may be required by Climeverse to render Services;
5.2. The Client shall procure the compliance of any of its employees, agents or subcontractors who utilize the Product and Services, with the terms of this Agreement; and it shall not use Product and Services in a way that is fraudulent, unlawful, or unauthorized.
5.3. Client shall be solely responsible for any liability arising out of or relating to the Client Data and Client Services, whether transmitted on its own or any third party’s behalf.
5.4. Climeverse shall not be liable for any damages, including any consequential loss, incurred by the Client because of any contravention with this Section
5.5. The Service is not meant as data storage or backup service, and the Client shall maintain an independent backup of Client Data.
5.6. The Client shall implement security procedures necessary to limit access to the Services to the Client’s Authorized Users for the use of the Services.
5.7. The Client shall not misrepresent the number of Climes or the amount of carbon removed by the Climes that has been purchased via the Platform. That would directly lead to greenwashing and reduce our credibility in the market, in the event that Climeverse discovers that the Client has violated this provision, Climeverse may terminate the Client’s access to the platform with immediate effect.
5.8. Any communication issued by the Client on the amount of carbon removed by the Climes that has been purchased via the Platform or the implications of the collaboration between the Client and Climeverse must be reviewed and approved by Climeverse prior to publication. Any such communication that the Client wishes to issue in this regard will be first shared with Climeverse on growth@climes.io. Climeverse will endeavor to work with the Client to ensure that the contents of the communication are accurate and reflect the correct number/amount of carbon neutralized. Climeverse will ensure that there is no undue delay in responding to any such requests from the Client. In the event that the Client publishes any communication without Climeverse’s approval, Climeverse may terminate the Client’s access to the platform with immediate effect
Restrictions on License to the Product:
The Client represents and warrants that:
6.1. it shall not rent, lease, distribute, license, sublicense, sell, resell, assign, transfer, timeshare, offer in-service bureau, or otherwise make Product available to any third-party contrary to the terms stated herein;
6.2. it shall ensure that the information which shall be provided to Climeverse shall be true and shall not contain any information which is not obtained lawfully as per the applicable laws;
6.3. it shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Products;
6.4. it shall not do any act which shall damage, disable, overburden or impair Climeverse’s servers or network, or interfere with any other party’s use and enjoyment of the Product;
6.5. it shall not access the Product in order to build a commercially available product or service which competes with the Product;
6.6 it shall not use the Product in a manner that is prohibited by any law or regulation;
6.7. it shall not copy any features, functions, integrations, interfaces, or graphics which are part of the Product;
6.8. it shall not willfully tamper with the security of the Products, including attempting to probe, scan or test the vulnerability of the Product or to breach the security or authentication measures;
6.9. it shall not share any sensitive data with Climeverse, which, in the normal course of events, would demand special handling and introduce a security burden on Climeverse that is not agreed upon by Climeverse in writing in advance of receipt of such data;
6.10. it shall further not transmit any information through the Products, in any manner or avail Services in any manner, which may:
(i) be unlawful, threatening, abusive, libelous, defamatory; (ii) refute or is contrary to what is set out anywhere in the Agreement; (iii) is considered “spam” (including machine or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation or any form of lottery or gambling); violates the privacy of any third-party.
6.11. it shall not host, display, upload, modify, publish, transmit, update or share any information belonging to another person and to which the Client does not have any right.
Warranty Limitations:
7.1. The Client acknowledges that Product is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, Climeverse gives no warranty or representation that the Product will always be wholly free from defects, errors, and bugs.
7.2. The Client acknowledges that the Product is designed to be compatible only with the web-based/ mobile based application and those applications, which is explicitly specified as compatible in the specifications provided by Climeverse.
7.3. This Product does not enable a complete footprint assessment that is needed for them to achieve net-zero emissions. That is sold as a separate service and is not covered by this Terms of Service.
Data Security and Confidentiality
8.1. Each Party may from time to time during the term of this Agreement disclose to the other Party certain non-public, Confidential Information, whether or not designated as “confidential” or “proprietary” or similar designation, that relates to the past, present or future business activities, including, inter-alia, technical, marketing, financial, business, planning, and other confidential and proprietary information.
8.2. Party receiving Confidential Information (“Receiving Party”) will hold the Confidential Information in trust and confidence and, except as outlined in this Agreement or as otherwise may be authorized by the Party disclosing Confidential Information (“Disclosing Party”), in writing, will not disclose such information to any third party.
8.3. Receiving Party may disclose Confidential Information, if required to do so under applicable law, rule, or order, provided that the Receiving Party to the extent legally permissible, provides the Disclosing Party, with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedies, and provided further that the Receiving Party discloses no more Confidential Information of the Disclosing Party than is reasonably necessary in order to respond to the required disclosure.
8.4. At the request and option of the Disclosing Party, or in the event of termination or expiration of this Agreement (or any part thereof), the Receiving Party shall promptly: (a) return to the Disclosing Party the Confidential Information and all documentation, information, Services, and data related to the Agreement, even if not Confidential Information) or (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by the Disclosing Party, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.
8.5. The confidentiality obligation under this Agreement shall survive termination of this Agreement for a period of two (2) years.
8.6. Data shall be processed by Climeverse in accordance with the applicable laws.
8.7. Climeverse is not and shall not be obliged to review the Client Data for accuracy or potential liability.
8.8. Any Personal Data obtained from the Client shall be processed by Climeverse in accordance with laws applicable within India to the processing of such data.
Termination
9.1. It has been mutually agreed between the Parties that the Client’s Subscription shall renew automatically for consecutive periods months (“Renewal Term”) unless terminated by the User. The Initial Term and Renewal Term shall be collectively referred to as “Term”.
9.2. Climeverse may forthwith terminate this Agreement at any point during the Term, on the occurrence of the following event:
9.3. Client is not using the license to Product in accordance with the terms and conditions as mentioned in this Agreement;
9.4. If Climeverse has reasonable grounds to believe that the Client is utilizing the Services for any illegal or disruptive purposes.
Consequence of Termination
10.1. Client’s access to the Platform will be revoked.
10.2. Upon termination of this Agreement, both Parties will immediately cease to use in any form or media all Intellectual Property associated with the other Party.
Intellectual Property
11.1. Either Party shall retain all rights with respect to its Intellectual Property that existed prior to the execution of this Agreement. Under the API model, Client Data shall belong to the Client.
11.2. Branding & Marketing: Climeverse may use the Client’s name and logo to identify the Client as a customer of Climeverse for marketing purposes on Climeverse’s website, social media platforms, and to create marketing materials. Climeverse shall use its best endeavors to ensure that such marketing efforts do not tarnish the image of the Client.
11.3. Climeverse retains all rights, titles, and interest in the Intellectual Property Rights in the Product and Services. Other than the limited permission to use the Services and Product as provided by Climeverse as expressly outlined in this Agreement, no other license or other proprietary rights in the Services and Product are granted to the Client and all such rights are hereby expressly reserved by Climeverse.
11.4. Climeverse shall own all rights and title in any Intellectual Property, whether or not patentable or registrable under patent, copyright, or similar statutes, that are generated, created, conceived, or reduced to practice by Climeverse, either alone or jointly with others in connection with providing of the Services. Client shall have no right in whatsoever manner, in the Intellectual Property Rights developed during availing Services.
11.5. Client herein shall at all times take necessary steps to prevent infringement of the Intellectual Property Rights of Climeverse by any third party. Upon becoming aware of any such actual or attempted infringement, the Client so becoming aware shall promptly inform Climeverse of such infringement and both Parties shall agree on measures necessary to prevent such infringement. In the event that any third party infringes or is likely to infringe any Intellectual Property Rights, appearing in or on the Product and Services.
11.6. The outputs obtained from the Client’s use of the Product and Services may be used as marketing collateral to be published via any and all mode or medium only if such marketing collateral also contains attribution to Climeverse. The Client will inform Climeverse before creating or using any such marketing collateral.
Indemnification:
12.1. Both Parties shall defend, indemnify and hold harmless the other from any and all claims, losses, liabilities, damages, expenses, and costs (excluding attorneys’ fees and court costs) howsoever arising out of or resulting from or relating directly to breach of any applicable laws; gross negligent act and willful misconduct.
12.2. Climeverse further agrees to indemnify, defend and hold Client harmless from and against all actual and direct claims and/or losses incurred by Client on account of any third-party claims arising out of infringement of any intellectual property rights of any third party by Climeverse from the usage of Product by Client. However, Climeverse shall not have any liability to indemnify for any claim arising out of infringing any intellectual property rights of a third party to the extent that any infringement or claim thereof is attributable to (i) the combination, operation, or use of Product with the equipment or software supplied by the Client, where the Product would not itself be infringing; (ii) compliance with designs, instructions provided by Client; (iii) use of Product in an application or environment for which it was not designed or contemplated under this Agreement.
12.3. Client shall defend, indemnify and hold harmless Climeverse and its directors, officers, employees, affiliates, and agents from any and all claims, losses, liabilities, damages, expenses, and costs (including attorneys’ fees and court costs) howsoever arising out of or resulting from or relating directly or indirectly to (i) government fines and penalties that are imposed, as a result of negligent or intentional acts or omissions of the Client or Client personnel (ii) breach of any Client’s obligations, representations and warranties set out in this Agreement and (iii) your use or misuse of the Product and Platform;.
12.4. The foregoing is, however, conditional upon one Party (“Indemnified Party”) (i) notifying the other Party (“Indemnifying Party”) in writing and in detail without undue delay, (ii) authorizing the Indemnifying Party to conduct any judicial proceedings with such third party on its own, and (iii) providing the Indemnifying Party (at the expense of the Indemnifying Party) with any reasonable assistance so that the Indemnifying Party can defend such third-party claims.
Limitation of Liability
Either Party’s total liability under or in connection with this Agreement, whether in tort or contract (including for breach of warranty, negligence, and strict liability in tort), will be limited to the actual direct damages incurred but will not exceed the amounts actually paid to Climeverse by the Client in the six (6) month period immediately preceding the relevant Party’s formal written notice of the claim for liability hereunder. Neither Party will be liable to the other for any indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings, regardless of the form of action or the theory of recovery, even if it has been advised of the possibility of such damages.
Governing Law and Jurisdiction:
This Agreement will be deemed to have been made and construed in accordance with the laws of India. Subject to the arbitration provision stated herein, in the event of any dispute between the Parties, the courts at Bangalore shall have exclusive jurisdiction over such dispute.
Compliance with Law:
Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, national, state, and local statutes, and orders regulations, including those relating to privacy and data protection.
Force Majeure:
Neither Party shall be liable for failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by matters beyond that party's reasonable control including but not limited to destruction arising out of war, rebellion, civil commotion, strikes, lockouts, and industrial disputes, fire, explosion, earthquake, pandemics, epidemics, government action and/or other seismic activity, acts of God, flood, drought or bad weather. Notice of these circumstances shall be given to the other Party immediately and the party suffering from Force Majeure shall take sufficient measures to eliminate impact and reduce losses caused by Force Majeure, if the party suffering from Force Majeure fails to take reasonable remedial measures it cannot be exempted from the corresponding liability and obligations. For so long as the performance of those obligations is suspended, the other Party may similarly suspend the performance of its obligations.
Remedies:
Both Parties reserve all remedies available at law or equity for any disputes that arise under this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.
Survival:
All provisions that are intended to survive the termination or expiry of this Agreement shall survive.
Miscellaneous:
Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party. Only a written instrument executed by each of the parties hereto may amend this Agreement. This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein. The relationship between the Parties is on a “principal-to-principal” basis. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The failure of any party to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights. In the event that any provision of this Agreement shall be determined to be void, invalid, or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect. This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreement, understanding, undertaking, or arrangement between the Parties relating to the subject matter hereof.
Notice:
Notices will be issued on formal communication channels as mutually decided between the Parties.
Assumptions and Qualifications:
21.1. Climeverse has relied on the data and information provided as it is and has not independently verified such data and information including the authenticity of such data and information.
21.2. Climeverse has relied on the warranty provided by Client that it has the right to enter into this Agreement with Climeverse and is in compliance with all relevant national and international laws with respect to the terms, purpose, and services provided under this Agreement.