These CEDA Additional Terms apply to (a) any direct customer of Climatiq and (b) any end customer of a Climatiq SaaS Partner or Consulting Partner, in each case to the extent such customer accesses or uses any Climatiq product or feature that incorporates or relies on emission factor data from the Comprehensive Environmental Data Archive by Watershed ("CEDA by Watershed"), including any electronic files, emission factors, associated metadata and documentation forming part of it (the "CEDA Data"). CEDA Data is licensed to Climatiq by Watershed Technology, Inc. ("Watershed") and sublicensed onward as described here.
Each such customer (the "Customer") that accesses or uses the CEDA Data must comply with these CEDA Additional Terms. In the event of any conflict between these CEDA Additional Terms and any other agreement or terms governing Customer's access to or use of the CEDA Data, these CEDA Additional Terms shall prevail solely with respect to the CEDA Data and Customer's access to and use thereof.
These CEDA Additional Terms are incorporated into the agreement governing Customer's access to the CEDA Data, and the governing law and jurisdiction provisions of that agreement apply to these CEDA Additional Terms; provided, however that Climatiq and Watershed may bring any action, suit or proceeding arising out of or relating to these CEDA Additional Terms in the courts of Germany, and the Customer irrevocably submits to the jurisdiction of such courts for such purposes.
These CEDA Additional Terms do not apply to any subset of the CEDA Data that Watershed has made publicly available under a Creative Commons license (including Open CEDA).
In these CEDA Additional Terms:
"Auditor" means an accredited assurance provider or auditor appointed by Customer for the purposes of assurance over emissions or sustainability reporting.
"Calculated Results" means outputs, estimates, scores, mappings, or other results generated using the CEDA Data, including emissions estimates and activity-to-factor mappings.
"Emissions Report" means any report regarding Customer's carbon emissions that is generated using the CEDA Data.
1. Permitted Use
Customer may use CEDA Data solely to calculate their own emissions or sustainability metrics and to generate internal reports or compliance outputs (the "Permitted Use"), including through use within Climatiq's or Climatiq SaaS Partner’s proprietary software or API-based tools and integration within Customer-facing applications, dashboards, or reports. No other use is permitted. No rights are granted to use CEDA Data for the benefit of, or to provide services to, any third party.
Customer is responsible for and shall ensure that its personnel and any other individuals accessing or using the CEDA Data through Customer comply with these CEDA Additional Terms, and Customer will be liable for any breach of these CEDA Additional Terms by any such person as if it were a breach by Customer.
Customer may use CEDA Data only for their internal commercial benefit.
End customers of Climatiq SaaS Partners may use CEDA Data only through, and within, the SaaS tool through which they receive access to the CEDA Data.
End clients of Climatiq Consulting Partners may use CEDA Data only as incorporated into the services and reports provided to them by the Consulting Partner.
Customer's right to access and use the CEDA Data is limited to the entitlement period granted to Customer. Customer must promptly delete or securely destroy all CEDA Data (including any stored extracts and local copies) upon expiry or termination of Customer's access.
2. No modification of values
Customer must not modify or change in any way the numerical values in the CEDA Data as provided by Watershed. For clarity, this does not restrict Customer from developing its own metadata layers, mappings or models, or from generating Calculated Results, provided that the underlying CEDA Data values are used unaltered and no CEDA Data is disclosed or reproduced other than as permitted under these CEDA Additional Terms.
3. Disclosure limits; Calculated Results
Customer may use Calculated Results generated from CEDA Data both internally and externally, and may retain Calculated Results indefinitely, subject to the attribution requirements in Section 4 and to the following limits; for the avoidance of doubt, any external display, distribution, or publication of Calculated Results does not permit disclosure or reproduction of any CEDA Data except as expressly permitted under this Agreement (including the limited disclosure to an Auditor under this Section 3):
Customer may redistribute metadata of CEDA Data in limited ways that do not reproduce emission factor values, for example referring to the existence or provenance of an emission factor in a published report.
4. Attribution
Where Customer displays, distributes, or publishes Calculated Results outside its own organisation, Customer must prominently include the attribution "CEDA by Watershed" and, where a logo is displayed, the CEDA by Watershed logo in the most recent form made available by Climatiq or Watershed.
Customer must add the following text to any Emissions Report or excerpt of an Emissions Report that Customer provides to a third party:
[NAME] utilizes emission factors from the Comprehensive Environmental Data Archive by Watershed (the "CEDA by Watershed") to calculate emissions and carbon footprint and to then communicate such analysis to our customers. Our customers are permitted to further disclose the CEDA by Watershed disclosed to it by [NAME] in their sustainability reports to internal agents and third parties for the purposes of emissions reporting and/or audits and only to the extent they are required to do so by the relevant entity to which they report and/or which audits them. Our customers are not permitted to reproduce the CEDA by Watershed in any reports widely distributed internally or in any reports issued to the public, such as in Annual Reports.
For the avoidance of doubt, the attribution requirements set forth above are general in nature and are in no way intended to broaden Customer's Permitted Use as described above, or to limit the restrictions placed on Customer in Section 5 below.
5. Prohibited conduct
Customer must not:
If and to the extent Climatiq Terms (https://www.climatiq.io/terms) apply to Customer, these CEDA Additional Terms for End Customers provide additional restrictions to the use of CEDA Data and Calculated Results as per section 5.9 of Climatiq Terms.
6. Confidentiality
Customer acknowledges that the CEDA Data is confidential information of Watershed, and Customer must not disclose the CEDA Data to any person except as expressly permitted under Section 3 and, in each case, only to those of its personnel who need to know it for the Permitted Use and who are bound by obligations of confidentiality no less protective than those set out here.
Customer will implement and maintain reasonable administrative, technical, and organizational security measures designed to protect the CEDA Data against unauthorized access, disclosure, or alteration, including encryption in transit and, to the extent Customer stores any CEDA Data, encryption at rest and access controls limiting access to authorized personnel with a need to know for the Permitted Use.
Customer will promptly notify Climatiq of any actual or reasonably suspected unauthorized access to, or disclosure or reproduction of, any CEDA Data (including any security incident affecting CEDA Data), and will use commercially reasonable efforts to mitigate and remediate the effects of such incident and to prevent its recurrence, including by cooperating with Climatiq and Watershed as reasonably requested.
7. Compliance verification
Direct customers of Climatiq agree that Climatiq may disclose to Watershed (ii) Customer's unique account identifier, (iii) Customer’s country of incorporation, (iv) Customer’s number of employees. In case of an audit by Watershed, Climatiq may also disclose Customer’s name. Customer will reasonably cooperate with Climatiq and Watershed in connection with verification of compliance with these CEDA Additional Terms, including by promptly providing information reasonably requested for such purpose.
8. Ownership; no sale
All rights in and to CEDA Data, including all intellectual property rights, remain with Watershed and/or its licensors. CEDA Data is licensed, not sold. Nothing in these CEDA Additional Terms grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the CEDA Data. Climatiq and Watershed reserve all rights not expressly granted.
9. Export control
The CEDA Data may be subject to US export control laws, including the U.S. Export Administration Act and its associated regulations. Customer must not, directly or indirectly, export, re-export, or release the CEDA Data to, or make the CEDA Data accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation, and must comply with all applicable export laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) before doing so.
10. Disclaimer
CEDA Data is provided "as is" without warranties of accuracy, completeness, or fitness for a particular purpose. Some data and information contained in the CEDA Data may, of necessity, involve statistical and systematic uncertainties. Customer uses it at its own risk.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLIMATIQ'S OR WATERSHED'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CEDA DATA EXCEED THE FEES PAID OR PAYABLE BY CLIMATIQ TO WATERSHED FOR CUSTOMER'S ACCESS TO THE CEDA DATA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION IS BASED SOLELY ON AMOUNTS PAID OR PAYABLE BY CLIMATIQ TO WATERSHED AND EXCLUDES ANY FEES PAID BY CUSTOMER TO CLIMATIQ OR ANY CLIMATIQ PARTNER.
IN NO EVENT WILL CLIMATIQ OR WATERSHED BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, LOSS OF GOODWILL OR REPUTATION, OR LOSS OF OR INABILITY TO USE ANY DATA, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
12. Third-party beneficiaries
Climatiq and Watershed are intended third-party beneficiaries of these CEDA Additional Terms and may enforce them directly. Any Climatiq SaaS Partner or Consulting Partner that provides access to the CEDA Data to an End Customer is also an intended third-party beneficiary of these CEDA Additional Terms and may enforce them directly, solely with respect to breaches by such End Customer (or its users) relating to the CEDA Data.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLIMATIQ’S OR WATERSHED’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE CEDA DATA EXCEED THE FEES PAID OR PAYABLE BY CLIMATIQ TO WATERSHED FOR ACCESS TO THE CEDA DATA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION IS BASED SOLELY ON AMOUNTS PAID OR PAYABLE BY CLIMATIQ TO WATERSHED AND EXCLUDES ANY FEES PAID BY CUSTOMER TO CLIMATIQ OR ANY CLIMATIQ PARTNER.
13. Equitable Relief
Customer or End Customer acknowledges that any breach or threatened breach of these CEDA Additional Terms relating to the CEDA Data, including any unauthorized disclosure, reverse engineering or reconstruction (or attempted reconstruction) of the CEDA dataset, modification of the numerical values in the CEDA Data, creation or distribution of substantially replicative outputs, or removal or obscuring of proprietary notices, may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, Climatiq and Watershed (and their respective licensors, as applicable) and any Climatiq SaaS Partner or Consulting Partner that provides access to the CEDA Data to the applicable End Customer are each entitled to seek immediate injunctive and/or other equitable relief to prevent or curtail any such breach or threatened breach, without the necessity of posting bond or proving that monetary damages would be sufficient, in addition to any other rights and remedies available at law or in equity.
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