General
This End User License Agreement ("EULA") is a binding agreement between you ("End User" or "you") and Terrascope. This EULA governs your use of the Terrascope Platform (including all related databases, reports, educational materials, or other documentation made available to you through the Platform). The Terrascope Platform is licensed, not sold, to you. Any references to an Acceptable Use Policy is a reference to this EULA.
BY CLICKING THE "ACCEPT" BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER, OR OF APPLICABLE LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS, DOWNLOAD, INSTALL, OR USE THE PLATFORM IN ANY WAY.
Definitions
Words and expressions in these Terms and Conditions shall have the following meanings unless the context otherwise requires:
“Acceptable Use Policy” means the acceptable use policy which sets out the acceptable and unacceptable uses of our Terrascope Product. Our Acceptable Use Policy can be found on the Terrascope Website;
“Affiliates" means an entity directly or indirectly controlling, controlled by, or under direct or indirect common control. In the case of Terrascope’s affiliates, this definition shall include without limitation Terrascope’s parent company, related companies and subsidiaries. “control” here means the power to direct the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;
“Agreement” has the meaning ascribed in our SaaS Terms and Conditions;
“Authorised Users” means your employees, agents and/or independent contractors who are expressly authorised by you to access and use the Terrascope Products in accordance with this Agreement;
“Confidential Information” means all information (whether written or oral) which is not generally publicly available or is proprietary to the disclosing party. For the avoidance of doubt, Confidential Information in the case of Terrascope as disclosing party, shall include without limitation, all know-how, trade secrets, financial, commercial, technical, tactical, or strategic information of any kind and information relating to its business, affairs, plans, customers, clients, suppliers, service providers, reports, recommendations, advice or tests, source and object codes of software incorporated into the Terrascope Product, any information obtained or received or accessed by you as a result of or in connection with the entry or performance of the Agreement. Without prejudice to the generality of the foregoing, any information which you have received or will receive from Terrascope that is marked as “Confidential”;
“Content” means any content, text, information, data, report, document, software, executable code, images, material and instructions, in whatever medium or form, provided by you to Terrascope that are reasonably required by Terrascope in order to enable you and/or the Customer to use or access the Terrascope Product;
“Customer” means the entity or entities signing the Sales Order;
“Customer Application” means any application developed by Customer that is integrated with the Terrascope Product;
“Customer Personal Data” means any Personal Data which Terrascope processes on your behalf for the purposes of providing the Terrascope Products;
“Data Protection Laws” means all applicable laws relating to data protection, including the collection, disclosure, use, storage, transfer or processing of Personal Data, including the PDPA, and where applicable, the GDPR;
“EF” means emission factors and is defined as a representative value that attempts to relate the quantity of a pollutant released to the atmosphere with an activity associated with the release of that pollutant.
“GDPR” means the General Data Protection Regulation (EU);
“Greenwashing” means:
a form of spin in which marketing is used – often deceptively – so as to present an environmentally responsible public image; or
any action, plan, behaviour, or stance, that misleads consumers, regulators, governmental authorities, interest groups, or any other persons and groups regarding your environmental practices, or the environmental responsibility of your products, services, or operations.
“Intellectual Property Rights” shall include all copyright and moral rights, patents, trademarks, service marks, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, know-how, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recovery of damages and obtainment of relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;
“Operational Document” means a document agreed between you and Terrascope that sets out any implementation or operational requirements which are to be incorporated into the Agreement. See Annexure A to this Agreement for further details;
“PDPA” means the Personal Data Protection Act 2012 of Singapore;
“Personal Data” shall have the meaning as prescribed by the applicable laws relating to data protection.
“Platform” or “Terrascope Platform” means the Terrascope SaaS platform offering, and any mobile websites, mobile applications, and any other website, platform, or technology offering owned and/or operated by Terrascope from time to time;
“Privacy Policy” means Terrascope’s privacy policy found on the Terrascope Website, as may be updated from time to time;
“Professional Services” shall have the meaning ascribed to it in Clause 1.1 of Annexure A of the SaaS Terms and Conditions;
“SaaS” means software-as-a-service.
“SaaS Terms and Conditions” means the SaaS terms and conditions found at https://www.terrascope.com/saas-terms
“Sales Order” means the sales order, invoice, quotation, email, document or electronic interface which was signed or agreed by the relevant entity or entities for the purchase, subscription or order of Terrascope Products, and under whose conditional authorisation you have been granted this license;
“Services” means any service set out in the relevant Sales Order which Terrascope provides to you in accordance with the Agreement including, where applicable, Professional Services, Support Services, and any other services provided through the Terrascope Products;
“Support Services” shall have the meaning ascribed to it in Clause 1.1 of Annexure B of the SaaS Terms and Conditions;
“Terms of Use” means the terms for accessing and using the Terrascope Website.
“Terrascope” means Terrascope Pte. Ltd. (Company Registration no. 202133623C), with a registered business address of 7 Straits View, #20-01, Marina One East Tower, Singapore 018936;
“Terrascope Website” means Terrascope’s website: www.terrascope.com;
“Terrascope Product(s)” means the Terrascope Platform, and/or Services and/or other service, package, subscription, tool, content, support, technology offering (or a combination thereof), including updates and upgrades;
“User Subscriptions” means the user subscriptions purchased by Customer which entitle you to access and use the Terrascope Platform, the Terrascope Products, and as set out in the Sales Order signed by Customer;
“Virus” means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be interpreted accordingly.
License Grant
Subject to the terms of this EULA, Terrascope grants you a limited, non-exclusive, and non-transferable license to:
access and use the Platform for the purposes set out or envisaged under the Agreement signed by the Customer, and under whose conditional authorisation you have been granted this license; and
provided we have agreed with the Customer to such proposal, to permit you to run Customer Applications, and to use the Terrascope Products (as integrated with Customer Applications) in accordance with the Agreement including any Operational Document.
License Restrictions and Other Conditions
You shall not:
copy, modify, duplicate, frame, mirror, republish, display, all or any portion of the Terrascope Platform or any technology or system under the suite of Terrascope Products in connection with providing the Terrascope Platform, in any form or media or by any means;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform and other Terrascope Products;
de-compile, reverse compile, disassemble, reverse engineer, discover any trade secret contained in or otherwise reduce to human-perceivable form all or any part of the Terrascope Platform or other technology and/or system under the suite of Terrascope Products;
attempt to derive or gain access to the source code of the Platform or any part thereof, or other technology and/or system under the suite of Terrascope Products;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, or other technology and/or system under the suite of Terrascope Products, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time;
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform or other Terrascope Product;
use any Terrascope Products to process, transmit or otherwise make available any content and/or material that infringes or misappropriates the Intellectual Property Rights and/or proprietary rights of any third-party;
build a product or service using similar ideas, features, functions or graphics to any Terrascope Products;
introduce or permit the introduction of, any Virus and/or Vulnerability into Terrascope Products, network, or information systems, including but not limited to the Platform and/or any other Terrascope Products.
allow your User Subscription to be used by anyone other than you;
share your User Subscription details and password with any third party;
You shall:
comply with the EULA in connection with the use of the Terrascope Products;
comply with all applicable laws, rules, and regulations;
comply with all applicable obligations set out in the Agreement.
ensure that all Content supplied to Terrascope: (i) is not unlawful or fraudulent; (ii) has not been uploaded or provided for an improper purpose; (iii) does not contain any discriminatory, defamatory, abusive, inappropriate, obscene or offensive language; (iv) is true, current and accurate; (v) does not contain any Virus and/or Vulnerability; (vi) does not provide any false or misleading information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information; (vii) is not disparaging or prejudicial to or shall negatively affect Terrascope or its reputation; (viii) does not exploit Terrascope’s business, or cause Terrascope to be exposed to liability and/or reputational damage as a result of any alleged Greenwashing; and (ix) minimise the amount of personal data in the Content supplied to Terrascope to only that which is necessary.
use all reasonable endeavours to prevent any unauthorised access to, or use of, the Terrascope Platform and, in the event of any such unauthorised access or use, promptly notify Terrascope.
You acknowledge and agree that:
your ability to use Terrascope Products may be affected by minimum system requirements or other factors;
while Terrascope endeavours to provide reasonable assistance to the extent commercially practicable and in line with the scope agreed with the Customer, you shall be solely responsible for the set-up and configuration of your hardware, equipment, software, network and/or systems and ensure they comply with any relevant specifications provided by Terrascope from time to time;
Terrascope is under no obligation to review the Content, and the inclusion of the Content by Terrascope in the Platform or other Terrascope Products shall not constitute acceptance by Terrascope that such Content complies with the EULA or the Agreement;
Reservation of Rights
You acknowledge and agree that the Platform is provided to you under license, and not sold. You do not acquire any ownership interest in the Platform under the EULA or under the Agreement, or any other documentation or rights other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under the EULA and the Agreement. Terrascope reserves and shall retain its entire right, title, and interest in and to the Platform, including all Intellectual Property Rights, except as expressly granted to you under the EULA.
Collection and Use of Your Information
You acknowledge and agree that when you access, download, install, or use the Platform (or any part thereof), Terrascope may use automatic means (including, for example, cookies and web beacons) to collect information about you, and about your use of the Platform. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Platform or other technology and/or system under the suite of Terrascope Products, or certain features or functionality in the aforementioned. All information we collect through or in connection with this Platform is subject to our Privacy Policy. By accessing, downloading, installing, using, or providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Content and Services
The Platform is made available to you through https://app.terrascope.com/. Your access to and use of the Platform or other technology and/or system under the suite of Terrascope Products are also governed by our Terms of Use and Acceptable Use Policy, which are incorporated herein by this reference. Your access to and use of the Platform or other technology and/or system under the suite of Terrascope Products require you to acknowledge your acceptance of our Terms of Use and Acceptable Use Policy. Any violation of the Terms of Use or Acceptable Use Policy will also be deemed a violation of this EULA.
Geographic Limitations
While commercially reasonable efforts have been made to provide access to, and make available the Platform, the Terrascope Products, EF Data, and Third Party Services in as many countries as possible, you acknowledge and agree that Terrascope cannot guarantee that you may be able to access or uninterruptedly access some or all of the Platform or other Terrascope Products in certain countries outside of The United States of America (USA), Canada, The European Economic Area (EEA), Switzerland, The United Kingdom (UK), Singapore, Indonesia, Malaysia, Thailand, Australia, New Zealand, India, Japan, or South Korea (the “Guaranteed Jurisdictions”). Further, you acknowledge that we cannot guarantee that access to the Platform is legal in certain countries outside of the Guaranteed Jurisdictions. You are responsible for compliance with local laws when accessing the Platform or Terrascope Products from any country including the Guaranteed Jurisdictions.
Updates
Terrascope may from time to time, in its sole discretion, develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, the "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Terrascope has no obligation to provide any specific Updates, or provide advanced notice of any Updates, or continue to provide or enable any features or functionality.
Third Party Services, Third Party Content, and EF Data
You acknowledge and agree that:
Subject to the other provisions contained in this Clause, certain features of the Terrascope Products (or aspects thereof) may incorporate certain services (“Third Party Services”) provided by third-party service provider(s) (“Third Party Provider(s)”). The fullest extent of Terrascope’s obligations in connection with Third Party Services is purely to facilitate the making available of Third Party Services by Third Party Provider(s) (as principal(s) in their own right) to you on a pass-through basis unless Terrascope expressly indicates otherwise. Third Party Providers’ performance of Third Party Services are the sole responsibility of Third Party Providers;
the Terrascope Products may display, publish or make available content that is not provided or published by Terrascope (including for example, environmental data from for-profit, non-profit, and governmental entities, or content from Terrascope’s business partners) (“Third Party Content”). You acknowledge and agree that such Third Party Content is the sole responsibility of the entity that makes it available, and Terrascope is not responsible for such Third Party Content, and Terrascope does not routinely monitor such Third Party Content. Terrascope makes no representations or warranties as to the veracity or accuracy of such Third Party Content, the reproduction and use of which may be governed by the Third Party Content provider’s own terms and conditions;
any use by you of any content submitted by any third-party or which is made available through the Terrascope Products (including Third Party Content) is entirely at your own risk. Terrascope does not verify and is not in a position to verify any other party’s rights to submit any content on or through Terrascope Products, and Terrascope takes no responsibility and assumes no liability, whether direct or indirect or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits or any other commercial damages or losses, for any content submitted or made available through the Terrascope Products by any third-party (including Third Party Content).
You shall not disclose, distribute, or otherwise make available the EF data obtained through the Terrascope Platform to any third party outside of your organization, without the express written consent of Terrascope. Any breach of this obligation shall be considered a material breach of this Agreement and may result in termination of your access to the Terrascope Platform without notice.
Terrascope sources and utilises emission factor data and other pertinent information (“EF Data”) from multiple sources to calculate emissions and generate relevant insights, analysis, or reports. Each source or provider of EF Data may have their own Third Party Content terms and conditions that may impose restrictions, permissions, limitations, obligations, attribution, or other requirements on you depending on your purpose and utilisation of EF Data (“EF Obligations”). You are ultimately responsible for ensuring compliance with the relevant EF Obligations.
Terrascope may also impose further conditions, restrictions, permissions, limitations, obligations, attributions, or other requirements, in addition to the EF Obligations which you are bound to comply with as part of this Agreement (“EF Supplemental Obligation"). These EF Supplemental Obligations are necessary for Terrascope to comply with the relevant EF Data provider’s EF Obligations imposed on Terrascope and/or to allow Terrascope to make available to you the EF Data through the Platform.
The list of EF Obligations and EF Supplemental Obligations can be found below.
EF Database | EF Obligations | EF Supplemental Obligations | URL |
ADEME | Please refer to their website for more information. | N/A | |
Agribalyse | Please refer to their website for more information. | N/A | |
Agrifootprint | Please refer to their website for more information. | N/A | |
CEDA | Please refer to their website for more information. | N/A | |
DEFRA | For greenhouse gas emission factors from the United Kingdom’s Department for Business, Energy, & Industrial Strategy (“GHG Conversion Factors”), you are permitted to freely copy, publish, distribute, and transmit GHG Conversion Factors. This clause serves as notice to you of our attribution obligations under the United Kingdom’s “Open Government Licence” (https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/) and our acknowledgement of the source of GHG Conversion Factors from: https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2022. | N/A | |
EEIO | Please refer to their website for more information. | N/A |
|
EPA | Attribution Obligation: Identification information
Title: Supply Chain GHG Emission Factors for US Commodities and Industries v1.1.1
Abstract: Tables presenting supply chain and margin emission factors and data quality scores for US commodities and industries calculated from USEEIO models at two levels of commodity/industry categorization, detail and summary, for both industries and commodity, and annually from 2010-2016. See the EPA report for full details on emission factor preparation. This dataset is associated with the following publication: Ingwersen, W., and M. Li. Supply Chain Greenhouse Gas Emission Factors for US Industries and Commodities. U.S. Environmental Protection Agency, Washington, DC, USA, 2020.
Organization: U.S. EPA Office of Research and Development (ORD)
| N/A
| |
EcoInvent | By accessing, viewing, or utilizing the ecoInvent database through the Terrascope platform or any other means, you acknowledge and accept the terms and conditions specified in the ecoinvent End User License Agreement (EULA), available at the following link:https://ecoinvent.org/privacy-policy-eula/ | By accessing or utilizing the ecoInvent database through the Terrascope platform, you consent to the collection of certain information related to your usage. Only the necessary data, as required by our agreement with ecoInvent for the purpose of license fee calculations, will be shared. | |
IDEA | By accessing, viewing, or utilizing the IDEA database through the Terrascope platform or any other means, you acknowledge and accept the terms and conditions specified in the IDEA End User License Agreement (EULA), available at the following link: https://app.hubspot.com/file-preview/22313216/file/113981700217 | N/A | |
GHG Conversion Factors | For greenhouse gas emission factors from the United Kingdom’s Department for Business, Energy, & Industrial Strategy (“GHG Conversion Factors”), you are permitted to freely copy, publish, distribute, and transmit GHG Conversion Factors. This Clause 8 serves as notice to you of our attribution obligations under the United Kingdom’s “Open Government Licence” (https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/) and our acknowledgement of the source of GHG Conversion Factors from: https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2022. | N/A |
|
IEA | For emission factors from the International Energy Agency (“IEA Factors”), you are permitted to view the specific IEA Factors in the Platform or in PDF reports generated through the Platform. You are also permitted to further disclose IEA Factors in your sustainability reports to third parties for the purposes of emissions reporting and/or audits and only to the extent required by a regulatory authority to do so. You are not permitted to widely distribute or reproduce IEA Factors in reports issued to the public such as in a financial year-end annual report. | N/A |
You acknowledge and agree that this list is provided for your convenience, and Terrascope makes no representation or assurance that the list provided including any attachments or directed hyperlinks to non-Terrascope terms and conditions is comprehensive, definitive, or up-to-date. You are solely responsible for ensuring you have the conclusive, comprehensive and up-to-date set of terms to be complied with.
Where there have been changes or updates to EF Obligations or EF Supplemental Obligations to a specific EF Data, or we have made available new EF Data on the Terrascope Platform, we may impose “click-wrap” consent through the Platform as a pre-condition to accessing the EF Data in question. To the extent commercially practicable, Terrascope also endeavours to make the EF Obligations and EF Supplemental Obligations perpetually available through the dashboard of the Platform. Notwithstanding the imposition of click-wrap consent, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE DEEMED TO HAVE ACCEPTED THE EF OBLIGATIONS AND EF SUPPLEMENTAL OBLIGATIONS BY ACCESSING, VIEWING, DOWNLOADING, INSTALLING, OR USING THE EF DATA IN QUESTION OR PROCURING THROUGH TERRASCOPE’S PROFESSIONAL SERVICES FOR A REPRESENTATIVE OF TERRASCOPE TO ACCESS OR USE THE EF DATA ON YOUR BEHALF. SHOULD YOU BE IN ANY DOUBT, YOU SHOULD REFRAIN FROM ACCESSING, VIEWING, OR USING THE EF DATA IN ANY WAY UNTIL YOU ARE SURE YOU CAN COMPLY WITH THE RELEVANT EF OBLIGATIONS AND EF SUPPLEMENTAL OBLIGATIONS.
Term and Termination
The term of EULA commences when you acknowledge your acceptance of this EULA and will continue in effect until your User Subscription is terminated by you, or the Customer (under whose conditional authorisation you have been granted a User Subscription), or by Terrascope
Terrascope may terminate your User Subscription at any time without notice. In addition, your license to use the Platform under this EULA will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this EULA.
Upon termination:
all rights granted to you under this Agreement will also terminate; and
you must cease all use of the Platform and delete all copies of the Platform (or part thereof) from your device, server, or private cloud.
Termination of your User Subscription will not limit any of Terrascope’s rights or remedies under this EULA, or at law or in equity.
Disclaimer, Limitation of Liability, and Indemnification
THE PLATFORM IS PROVIDED TO END USER "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TERRASCOPE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, EF DATA PROVIDERS, AND THIRD PARTY PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, OR OTHER TECHNOLOGY AND/OR SYSTEM UNDER THE SUITE OF TERRASCOPE PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TERRASCOPE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TERRASCOPE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, EF DATA PROVIDERS, AND THIRD PARTY PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM FOR:
PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (WHERE PERMITTED BY APPLICABLE LAW), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR TERRASCOPE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Terrascope makes no warranty that:
the Terrascope Products will meet your requirements;
your use of the Terrascope Products will be uninterrupted, timely, secure and error-free;
the quality of the Terrascope Products, information or other material purchased or obtained by you from Terrascope will meet your expectations;
any errors in the Terrascope Products will be corrected; and
the information and content provided on the Platform is complete, accurate, or current;
For the avoidance of doubt, no advice or information, whether oral or written, obtained by you from Terrascope or its employees or agents shall create any condition, warranty or guarantee not expressly stated in the EULA.
Indemnities and Limitation of Liability
You shall indemnify and hold harmless Terrascope and its Affiliates and its and their respective directors, officers, employees, agents, contractors, Third Party Providers, including EF Data providers, and partners from and against:
any and all liabilities, actions, proceedings, claims, demands, costs and expenses (including legal expenses) arising out of or in connection with:
your use of any Terrascope Products provided by Terrascope to you;
the Content;
any reports, declarations, calculations, or other informational submissions that are produced through, derived from, or otherwise connected (in whole or in part) to the Terrascope Platform or other Terrascope Product and for the purpose of providing a sustainability report (or other type of reporting) to any regulator, governmental authority, or any other entity, and irrespective of whether that reporting is mandatory or voluntary (“Sustainability Report”);
Your violation of the EULA;
any negligent act, omission or wilful conduct, misconduct or fraud of you, or your Authorised Users, officers, employees, agents, or independent contractors; and
any dispute, contention, or claim of ownership of the Content.
You shall indemnify Terrascope against any and all liability, loss, damage, costs and expenses which Terrascope or a third-party may incur or suffer whether direct or consequential (including any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against Terrascope by a third-party alleging infringement of its Intellectual Property Rights by reason of your use or exploitation of the Terrascope Platform, other Terrascope Products, and/or the Content.
You shall also indemnify Terrascope against any and all liability, loss, damage, costs and expenses which Terrascope or a third party may incur or suffer whether direct or consequential (including any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against Terrascope by a third-party in connection with any claim(s) of Greenwashing by reason of your use or exploitation of the Terrascope Products and/or publication of the Content.
Each indemnity in this EULA is a continuing obligation and survives expiry or termination of your User Subscription.
Notwithstanding any other provision in the Agreement and to the maximum extent permitted by applicable law, under no circumstances shall Terrascope be liable for any direct, indirect, consequential or special loss or damage relating to (i) disruptions or interruptions to the internet that may affect the use of the Terrascope Product; (ii) errors, delays or technological failures that may prevent Terrascope from providing Terrascope Products or related services or continuous operation of the Platform; (iii) loss of your data or Content; (iv) damage, disruption or injury to your webpage or website; (v) any delay or failure in performance, service level drops or non-performance due to the integration of the Terrascope Products with any Customer Applications and/or your Intellectual Property Rights or otherwise caused by any third-party; and/or (viii) any delay or failure in performance caused by events beyond the reasonable control of Terrascope, even if Terrascope was advised of the possibility of such damages or if such possibility was reasonably foreseeable.
Personal Information and Personal Data
It is your responsibility to ensure that all personal information, Content and contact details that you provide to us are true, accurate and current at all times and that the email address and mobile number you provide to us are functioning and regularly monitored. You shall promptly advise us of any changes to your contact details.
You acknowledge that Terrascope may collect, use, store, and disclose your Personal Data for the purposes as set out in our Privacy Policy, and all Personal Data provided by you is subject to our Privacy Policy.
Terrascope shall comply with the Data Protection Laws relating to the collection, use, disclosure and retention of Personal Data.
You undertake that you will comply with all Data Protection Laws. If you provide to Terrascope any Personal Data relating to a third-party (including in the Customer Personal Data), by submitting such information to us, you warrant and represent to us that you have obtained the consent of such third-party to you providing us with their Personal Data for the collection, use, and disclosure of their Personal Data for all purposes set out in our Privacy Policy, by or for the benefit of the persons referenced in the same, and the provision of the Terrascope Products to you.
Export Control
If you or Customer are subject to applicable export control restrictions of any country, or if you are subject to United States export control laws, including the Export Control Reform Act and its associated regulations, you shall not, directly or indirectly, export, re-export, or release any export-controlled information to the Platform or other Terrascope Products or otherwise use or exploit the Platform or other Terrascope Products to unlawfully export, re-export, or release export-controlled information prohibited by law, rule, or regulation. You shall comply with all applicable laws on this matter – and in the case of applicable US export control laws, you shall comply with all federal laws, regulations, and rules – and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making export-controlled information available outside the US.
The Platform is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor thereof, you receive only those rights with respect to the Platform as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Confidentiality
You agree to keep confidential any Confidential Information furnished to you by Terrascope, and you shall not disclose the Confidential Information to any other person unless disclosure has been expressly permitted by Terrascope in writing. You agree and acknowledge that Confidential Information shall only be used for the purposes envisaged under the Agreement signed by the Customer under whose conditional authorisation you have been granted a User Subscription, and/or in performing your obligations under the EULA.
You shall immediately notify Terrascope if you suspect, or become aware of, any unauthorised reproduction, use, disclosure, transfer or storage of Confidential Information.
The provisions of this clause shall survive and continue to remain in full force and effect notwithstanding any expiry or termination of your User Subscription.
Sustainability Reporting
You, under the authorisation of the Customer, are responsible for the preparation of any Sustainability Report (and not Terrascope). While Terrascope may provide tools and services in the Platform and/or Terrascope Products to assist in Customer’s reporting, you acknowledge and agree that any tools and services provided to you / Customer are provided merely as a convenience and that you / Customer remain responsible for ensuring the timeliness, accuracy, and completeness of any reports you submit.
Anti-Bribery and Corruption
You represent and covenant that you will:
comply with all anti-bribery laws and regulations;
not engage in, encourage, permit, condone, or tolerate any form of bribery and corruption whatsoever, whether direct or indirect, and whether financial in nature or otherwise;
not do, or omit to do, anything that may cause Terrascope to be in breach of any anti-bribery laws and regulations; and
To the extent permitted by law, you shall promptly notify Terrascope of any investigation by a governmental authority (including without limitation, regulatory agencies) or violations by you of any law or regulation with respect to anti-bribery or anti-corruption laws and any matters which could potentially impact the continuity of your performance of the Agreement.
Miscellaneous
Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.
Governing Law. This EULA shall be governed by and construed in accordance with the laws of the Republic of Singapore, and any claims or disputes of whatever nature shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this EULA and the terms of the Agreement with Customer, the Agreement shall govern.
You accept this EULA without limitation or qualification, and agree to comply with the EULA at all times.