WEBSITE TERMS AND CONDITIONS
The World Business Council for Sustainable Development, an association organized under Swiss law ("WBCSD”) owns the website to which these Website Terms and Conditions (these “Terms”) are attached, all subdomains under the top level domain of such website, all pages thereof, and all content thereon (collectively, this “Website”). These Terms set forth the terms and conditions for access to and use of this Website by any person accessing or using this Website (“User”).
As User, please read these Terms and the information referred to or linked to in these Terms carefully and ensure User understand them.
1. Acceptance and Modification of these Terms. User’s access to and use of this Website is conditioned on User’s agreement to and compliance with these Terms as posted on this Website at the time of the access to this Website. WBCSD have the right to unilaterally modify these Terms from time to time by posting the modified version of these Terms on this Website, which shall then supersede the previous version of these Terms, so it is important that User review these Terms every time User uses this Website. User’s use of this Website constitutes User’s agreement to comply with all of the terms and conditions in these Terms. If User does not agree with, or does not comply with, all of these Terms, User may not use this Website or any part of this Website.
2. This Website and Content
a. This Website does not include any website or webpage under a top level domain that is not the top level domain of this Website (“Other Website”), even if the Other Website is linked from this Website. User’s linking to any Other Website is at User’s own risk, and WBCSD is not responsible or liable with regard to any Other Website or any information or content on any Other Website.
b. WBCSD retains sole ownership of this Website. All software, code, audio, video, works, look-and-feel, layout, data, information, and material comprising, underlying, included in, or made available by WBCSD in this Website (collectively, “Content”), and all copyrights, trademark rights, patent rights, and other intellectual property rights whatsoever, anywhere, are and will be solely owned by WBCSD or by a third party that provides or makes available Content. WBCSD solely owns and retains all trademarks, service marks, tradenames, trade dress, logos, marks, and names, including “PACT”, “WBCSD”, and “WORLD BUSINESS COUNSEL FOR SUSTAINABLE DEVELOPMENT” (the “Marks”).
c. WBCSD does not grant, assign, or transfer any right, title, interest, license, use right (except solely the limited right expressly set forth in Section 3.b of these Terms), or claim in or to or regarding this Website, any Content, any Marks, or any intellectual property right therein or thereto. WBCSD shall own all rights, title, and interest, and User hereby assigns to WBCSD any rights, title, and interest User may have or acquire, in and to any and all copies, derivative works, improvement, adaptation, customization, modification, derivation, translation, and/or transliteration of this Website, any Content, or any of the Marks. User agrees to undertake, upon our request, any steps, including signing and providing any document, to implement and give effect to the provisions in this Section 2.
d. WBCSD reserves the right to post banners, advertisements, promotions, and similar content throughout this Website. Any interactions, correspondence, dealings, and agreements that User has with any other third party on or through this Website (including via Other Websites) are solely between User and such third party. WBCSD disclaims all liability in connection therewith.
e. WBCSD may modify, change, or alter the Website, any Content, and any part thereof at any time without notice. WBCSD has no obligation or duty to maintain or keep this Website accessible. WBCSD may, at any time, with or without prior notice, suspend, shut down, and block or prevent access to all or part of this Website, including for maintenance or any other reason, temporarily, indefinitely, or permanently, without being liable to User or anyone else.
e. WBCSD does not provide, and User shall not rely on any Content or this Website’s providing, any legal, business, or other advice on this Website or any Content.
3. Use of this Website and Content
a. Subject to User’s compliance with these Terms, WBCSD grants User a limited, non-exclusive, revocable, non-assignable, non-transferable, non-sublicensable right to access and use this Website and any Content, Service, and feature that WBCSD makes available for User’s use solely for User’s internal use and subject to these Terms. User may download any Content that WBCSD make available to User for download solely for the purpose for which WBCSD makes such Content available for download, and in any case only for User’s internal use. The foregoing rights are the only rights granted to User with regard to this Website and any Content.
b. All User’s rights under these Terms terminate immediately and automatically upon User’s breach of any of these Terms, or upon notice of termination to User (which may be in the form of a general notice on this Website), or upon this Website being shut down or otherwise deactivated. In addition, WBCSD may terminate User’s access to or use of this Website at any time for any or no reason, including by blocking User’s access to this Website. If this Website is suspended or otherwise fully or partially inaccessible, User’s rights are suspended while and to the extent of such suspension or other full or partial inaccessibility.
c. User will not:
(i) distribute, provide, or make available access to this Website, any Content, or any services on this Website as part of any services that User offers or provides to third parties;
(ii) obtain, use, access, or copy Content on this Website, or monitor any activity on this Website, by using any robot, bot, spider, crawler, spyware, malware, extraction tool, or any other automatic device;
(iii) use any Content, or provide, upload, or share through this Website, in any way that may infringe, misappropriate, or violate any copyright, trademark, publicity, personality, or other intellectual property or other right of any person;
(iv) frame or utilize framing techniques to enclose any Mark or Content on or through any Other Website;
(v) use any meta tags or any other “hidden text” utilizing any Mark;
(vi) access or use this Website or any Content, services, or features made available on this Website in any manner with the intent to interrupt, damage, disable, overburden, or impair this Website or such Content, services, or features including by sending mass unsolicited messages or “flooding” servers with requests;
(vii) circumvent any access control (e.g., requirement to enter a valid user name and password) on this Website;
(viii) modify or edit this Website or any Content (except to the extent expressly permitted on this Website), or reverse engineer, decrypt, or interfere with this Website, any Content, or any services on this Website;
(ix) access or use this Website or any Content, or use any services made available on this Website, for any purpose or in any manner that is unlawful, that violates any law or right of any person, that discriminates based on race, ethnicity, nationality, gender, sexual orientation, gender, sexual identity, or disability, that harasses, bullies, threatens, or incites or is tending to incite violence, or that is libelous, slanderous, defamatory, or pornographic;
(x) engage in any activity that interferes with another user’s access to, or use or enjoyment of this Website; or
(xi) assist, support, incite or cause any third party in engaging in any activity set forth in this Section 3.c or that otherwise violates these Terms.
d. Access to and use of parts of this Website and some Content, and services require User’s registration with WBCSD, including User’s acceptance of additional User Terms and Conditions, and is subject to access controls (such as a user name and password). User will not access or use, or seek to access or use, any such parts, Content, or services without complying with, or by circumventing, any such access controls.
4. User Submissions
a. WBCSD does not assume any responsibility, obligation, or liability for or with regard to any comments, suggestions, critiques, feedback, ideas, content, documentation, works, material, comments, or information submitted, made available, or provided to WBCSD or through this Website, whether through a forum, bulletin, board, community or other feature on this Website or via e-mail, postal mail, or otherwise, (“User Submission”),, or any use thereof. Other policies or notices in connection with any forum, bulletin board, community feature, or service feature may have additional terms and conditions that will apply to User Submissions on any forum, bulletin board, community feature, or service feature that WBCSD may make available on this Website. In the event of a conflict between this Section 4 and the Submission Terms and Conditions related to any Submitted Information, Proposed Solution, Proposed Extension, or other information submitted thereunder, the Submission Terms and Conditions shall control and prevail to the extent of such conflict.
b. WBCSD does not review, monitor, filter, censor, or edit any User Submissions submitted on this Website. However, WBCSD reserves the right to remove, delete, and edit any such User Submission if WBCSD believes or is notified that it violates these Terms or any third party’s right. If WBCSD removes, deletes, or edits any such User Submission, the submitting User waives any right or remedy related to WBCSD’s removal, deletion, and editing thereof. WBCSD does not endorse, warrant the accuracy or reliability of, or assumes any liability in connection with any such information or content provided by User or any users or third parties.
c. User may not provide any User Submission that:
(i) violates any law or any right of any person, or does, or is intended to, harass, bully, threaten, or incite violence, or is fraudulent, libelous, slanderous, defamatory, profane, or pornographic;
(ii) may infringe, misappropriate, or violate any copyright, trademark, publicity, personality, or other intellectual property or other right of any person;
(iii) contains software viruses, worms, or any other computer code or portions of code, programs, or files designed to interfere with, interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications or other equipment or to cause a security breach of such software, hardware, or other equipment;
(iv) comprises or includes unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes, or the like, or solicits personally identifiable information (except as permitted by this Website);
(v) engage in or run raffles, lotteries, contests, sweepstakes, or chain letters or other pyramid schemes;
(vi) falsely states or otherwise misrepresents User’s affiliation or association with, sponsorship by, or connection to, any person or in which User impersonate any person;
(vii) provides links to Other Websites that violate the letter or spirit of these Terms, or promote the violation of these Terms or make available tools or information whose primary use constitutes a violation of the letter or spirit of these Terms; or
(viii) uses any service or feature, or this Website or any Content, for any peer-to-peer file sharing or file accessing other than providing permitted information or documents in any permitted message in any forum or on any message or bulletin board.
d. Any User Submission is provided at User’s own risk. WBCSD will not keep any User Submission confidential. WBCSD does not solicit or wish to receive any User Submission that is a trade secret or confidential information. Thus, User should not provide to WBCSD any trade secret or confidential information in any User Submission.
e. WBCSD has the unlimited right to use, utilize, and exploit any User Submission. WBCSD does not return any User Submission and may not acknowledge any User Submission. By sending or providing on or through this Website or to WBCSD any User Submission, User grants WBCSD a non-exclusive, worldwide, perpetual, irrevocable, non-terminable, fully transferable, assignable, and sublicensable right and license, free of any royalty, fee, and other payment and payment obligation, under all copyrights, trademark, patent, trade secret, and other intellectual property rights, to use, utilize, practice, implement, sell, license, exploit, publish, distribute, modify, create derivatives of, and exploit the User Submission in any form, format, and medium, whether known now or becoming known in the future, all as WBCSD decides in its sole discretion, without any obligation to give User any credit or attribution and any other obligation of any kind.
f. As to any User Submission that User submits or provides on this Website or to WBCSD, User represents and warrants to WBCSD that (i) User has the right and authorization to do so without the need for additional permissions or consent of any third party, (ii) such User Submission complies with Section 4.c, (iii) such User Submission does not constitute or include any confidential information of any person or any kind, and (iv) User has the right and authorization to grant the foregoing license without the need for any third party’s consent.
g. If User believes that any Content or User Submission on this Website infringes any copyright of User, please proceed in accordance with our Copyright Infringement Notice and Takedown Policy, which is incorporated into these Terms.
h. Any advice or opinion provided by User, by any other user, or by any Content provider on this Website is expressly disclaimed to be the advice or opinion of WBCSD, and shall be deemed to be the sole, unsolicited advice and opinion of User or such other user.
If User is a company, organization, association, or other entity wishing to collaborate in WBCSD’s Partnership for Carbon Transparency (“PACT”) with WBCSD (“Collaborator”), User hereby grants WBCSD a non-exclusive, worldwide, irrevocable right and license to use any mark, name, and information of User, including related to User’s organization, operations, and activities, on this Website in connection with PACT and User’s identification as a collaborator with WBCSD related to PACT, provided that, if User has entered into a separate agreement with WBCSD or otherwise granted WBCSD rights as a Collaborator, in the event of a conflict between this Section 5 and such separate agreement or other grant, such separate agreement or other grant shall prevail and control to the extent of such conflict. This right and license shall be in effect as long as User is collaborating with WBCSD, and has not completely and finally withdrawn, and given WBCSD prior written notice of such withdrawal, from such collaboration, in which case WBCSD will have a reasonable time to remove User’s information as a collaborator from this Website.
a. WBCSD PROVIDES ANY ACCESS AND USE TO THIS WEBSITE, ANY CONTENT, AND ALL SERVICES AND FEATURES ON THIS WEBSITE “AS IS”. USER’S ACCESS TO AND USE OF THIS WEBSITE, ANY CONTENT, AND ANY SERVICES AND FEATURES ON THIS WEBSITE IS AT USER’S OWN RISK. WBCSD DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO OR IN CONNECTION WITH THIS WEBSITE, ANY CONTENT, ANY SERVICES AND FEATURES ON THIS WEBSITE, OR THE USE OR ACCESSIBILITY THEREOF. WITHOUT LIMITING THE FOREGOING, WBCSD MAKES NO WARRANTY OR REPRESENTATION THAT (I) THIS WEBSITE, ANY CONTENT, OR ANY SERVICES OR FEATURES ON THIS WEBSITE WILL MEET USER’S REQUIREMENTS OR WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, (II) ANY ACCESS TO OR USE OF THIS WEBSITE, ANY CONTENT, OR ANY SERVICE OR FEATURE ON THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) USER’S USE OF THIS WEBSITE, ANY CONTENT, OR ANY SERVICES OR FEATURES ON THIS WEBSITE WILL ACHIEVE ANY PARTICULAR RESULT, OR (IV) THE QUALITY OF THIS WEBSITE, ANY CONTENT, OR ANY SERVICES OR FEATURES ON THIS WEBSITE.
b. WBCSD DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, WORKMANSHIP, TITLE, LICENSE, AND NON-INFRINGEMENT, WITH REGARD TO AND IN CONNECTION WITH THIS WEBSITE, ANY CONTENT, ANY SERVICE AND ANY FEATURE ON THIS WEBSITE, ANY SUBMISSION, ANY USE OR ACCESS THEREOF OR FAILURE OR INABILITY TO USE OR ACCESS THEREOF.
c. THE DISCLAIMERS CONTAINED IN THIS SECTION 7 ARE A MATERIAL PART OF WBCSD’S AGREEMENT TO PROVIDE THIS WEBSITE TO USER.
8. EXCLUSION AND LIMITATION OF LIABILITY
a. WBCSD IS NOT AND WILL NOT BE LIABLE, AND DISCLAIMS ANY AND ALL LIABILITY, TO USER OR ANY THIRD PARTY IN PRIVITY WITH OR CLAIMING THROUGH USER WITH REGARD TO AND IN CONNECTION WITH THIS WEBSITE, ANY CONTENT, ANY SERVICE OR FEATURE ON THIS WEBSITE, ANY SUBMISSION, ANY USE OR ACCESS THEREOF, OR ANY FAILURE OR INABILITY TO USE OR ACCESS THEREOF. WBCSD IS NOT, AND WILL NOT BE, LIABLE FOR ANY LOSS, DAMAGES, EXPENSES, CONSEQUENCES, EFFECTS, OR INJURY OF ANY KIND IN CONNECTION WITH THIS WEBSITE, ANY CONTENT, ANY SERVICE OR FEATURE ON THIS WEBSITE, ANY SUBMISSION, OR USER’S OR ANYBODY’S ACCESS TO OR USE THEREOF, INCLUDING ANY LOSS OF DATA, LOSS OF BUSINESS, SUBMISSIONS, FAILURE OF PERFORMANCE, INACCESSIBILITY TO THIS WEBSITE OR ANY PAGE OR CONTENT THEREOF, POSTING OR TAKING OFF ANY CONTENT FROM THIS WEBSITE, ERROR, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, WORK, LINE FAILURE, ACT, OR OMISSION.
b. TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, IN NO EVENT IS WBCSD OR ANY OF WBCSD’S AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS LIABLE FOR ANY DAMAGES OR LOSS, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT OR OTHER DAMAGES OF ANY KIND, LOSS OF PROFIT, OR TANGIBLE OR INTANGIBLE LOSS OR DAMAGES. USER HEREBY WAIVES ANY AND ALL CLAIMS, RIGHTS, AND REMEDIES FOR ANY DAMAGES OF ANY KIND AGAINST WBCSD TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING ANY DAMAGES AND LIABILITY IDENTIFIED IN SECTION 8.a OF THESE TERMS.
c. IF AND TO THE EXTENT THAT MAKER DISTRICT IS LIABLE FOR ANY DAMAGES THAT ARE NOT LEGALLY EXCLUDED OR EXCLUDABLE UNDER THIS SECTION 8, THE AGGREGATE AND COMPLETE LIABILITY TO USER OR ANY THIRD PARTY IN PRIVITY WITH OR CLAIMING THROUGH USER SHALL BE LIMITED TO THE AMOUNT OF ONE HUNDRED U.S. DOLLARS (US$100.00).
d. Without limiting any other provisions, terms, or conditions of this Section 8, WBCSD shall not be liable for any failure or delay in the performance of any of its obligations under these Terms to the extent such failure or delay is caused by any cause, event, or condition arising or resulting from any act of war, terrorism, civil riot or rebellion, law, seizure or order or requirement of any governmental or quasi-governmental authority, pandemic (including COVID-19 or any other virus), epidemic, quarantine, embargo, or other similar action of a governmental or quasi-governmental authority, extraordinary element of nature or act of God, fire, flood, or storm, strike, lockout or other labor trouble, delays or shortages of supplies of any kind, or any other force majeure, or any other event or condition outside our reasonable control.
e. THE EXCLUSION AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 8 ARE A MATERIAL PART OF WBCSD’S AGREEMENT TO PROVIDE THIS WEBSITE TO USER.
User agrees to indemnify, defend, and hold harmless WBCSD and our affiliates, officers, employees, agents, and contractors from any damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees), and any claim, suit, action, investigation, demand, judgment, order, settlement, and proceeding, arising in connection with User’s access to or use of this Website, any Content, any Service or feature on this Website, any User Submission, and any activity by or for User on or in connection with this Website.
a. User and WBCSD are independent parties, each without the power or authority to bind, contract, or commit the other.
b. WBCSD reserves the right to (i) investigate any suspected breaches of this Website security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms or violations of any additional terms, conditions and rules posted in connection with a particular service or feature on this Website, (iii) involve and cooperate with law enforcement authorities in investigating any such matters, (iv) prosecute violators of these Terms to the full extent of the law, and (v) delete or modify any content on the site, including any materials or items User may have acquired through User’s use of this Website.
c. WBCSD does not waive, expressly or implicitly, any right or remedy, whether in these Terms or otherwise, including by selection or not selecting any right or remedy. Any waiver of any right or remedy by WBCSD requires an express prior written agreement signed by an officer of WBCSD.
d. Should any section, or portion thereof, of these Terms be held invalid by reason of any law existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof shall be validly reformed so as to approximate the intent of these Terms as nearly as possible and, if unreformable, shall be deemed divisible and deleted with respect to such jurisdiction; these Terms shall not otherwise be affected.
e. When interpreting these Terms, these Terms and its provisions shall not be interpreted against WBCSD as the drafter. Words of any gender used in these Terms are intended to include any other gender, and words in the singular number include the plural, and vice versa, unless the context clearly indicates otherwise. The words “include” and “including” mean “including without limitation” or “including, but not limited to” and shall not be construed as terms of limitation, and the principle ejusdem generis shall not apply.
f. These Terms constitute the entire terms and agreement regarding the access to and use of this Website and any Content, other than any additional terms provided to User on this Website that User accept. WBCSD may, at any time, without the need for notice, assign, transfer, convey, or delegate any rights or obligations under these Terms and any agreement related to this Website.
g. These Terms, and their interpretation, construction, and enforcement, will be governed by, and any dispute and the resolution of any dispute under or related to these Terms, this Website, or any Content will be resolved and decided under, the laws of Switzerland. Any action or proceeding related to such dispute shall be subject to the non-exclusive jurisdiction of, and User hereby expressly submit to the personal jurisdiction of the Swiss courts.
SUBMISSION TERMS AND CONDITIONS
The World Business Council for Sustainable Development, an association organized under Swiss law (“WBCSD”), operating the Partnership for Carbon Transparency (“PACT”) to increase transparency of product carbon emissions (the product carbon footprint) across industries and sectors, has established, on this website (or any other, different, or additional website as may be determined by WBCSD from time to time) (the “Website”) (i) a list identifying technical solutions for the exchange of Scope 3 carbon footprint data submitted to PACT by companies and other persons (each, a “Solution”) made available through PACT to the public as a digital catalog on the Website (the “Solutions Catalog”) and (ii) standards for the exchange of product carbon footprint data submitted to PACT (each, a “Data Model Extension”) made available through PACT to the public in a repository accessible through the Website (the “Extension Repository”).
These Submission Terms and Conditions (these “Terms”) govern the terms, conditions, and requirements for submissions by the company or other person who accepts, or on whose behalf are accepted, these Terms (“Contributor”) of a Solution proposed by Contributor to be listed in the Solutions Catalog (“Proposed Solution”) or of an Extension proposed by Contributor to be make available in the Extension Repository (“Proposed Extension”). These Terms constitute a legally binding contract between Contributor and WBCSD upon Contributor’s acceptance of these Terms on the Website. WBCSD and Contributor are referred to in these Terms individually as a “Party” and collectively as the “Parties”.
The individual accepting these Terms on behalf of Contributor hereby represents that the individual:
has the full legal authority and agency from user to bind enter into these Terms on behalf of Contributor and to bind Contributor to all terms, conditions, and provisions in these Terms;
has read and understands all of the terms, conditions, and provisions of these Terms; and
has received any legal counsel, or had the opportunity to receive legal counsel, related to these Terms before accepting these Terms.
Please read these Terms and the information referred to or linked to in these Terms carefully and ensure that you understand them before accepting these Terms.
1. Communication with Contributor
WBCSD will communicate with Contributor, including to give legal notices, through the e-mail address or the physical address provided by Contributor in connection with setting up such account. Contributor may change its e-mail address and/or physical address by changing the same in Contributor’s account as permitted on the Website, provided that the validity or effect of any notices, demands, or other communication to Contributor to a prior e-mail address and/or physical address shall not be affected.
2. Modification of these Terms; Additional Terms
a. WBCSD has the right to modify these Terms from time to time by giving Contributor notice thereof through communication pursuant to Section 1. If Contributor does not agree with such modifications or modified version, Contributor shall give written notice to WBCSD thereof no later than the next business day from WBCSD’s notice of such modification or modified version of these Terms. Any failure to give such written notice shall be conclusively deemed to be an agreement with the modifications or modified version, and these Terms shall then be deemed to so modified.
b. Access and use of the Website and any content thereon, including any Solution in the Solutions Catalog and any Data Model Extension in the Extension Repository is or may be subject to additional terms and conditions posted on the Website or in connection with the Solutions Catalog or the Extension Repository (collectively, “Additional Terms”). Contributor agrees to comply with all Additional Terms, provided that, in the event of a conflict between these Terms and any Additional Terms, these Terms shall prevail.
a. Contributor is responsible for submitting such documentation and information required by WBCSD with the submission of a Proposed Solution or a Proposed Extension, including the necessary metadata for the Proposed Solution or Proposed Extension, Contributor’s contact information and the test results from conformance testing of the Proposed Solution conducted by two independent third parties that the Proposed Solution conforms to the requirements for a Solution. Upon WBCSD’s request, Contributor shall submit additional documentation and information as WBCSD deems necessary.
b. Contributor is solely responsible for all documentation and information submitted by Contributor (“Submitted Information”) all their content, including any inaccuracies, missing information, errors, and defects therein or related thereto. WBCSD conducts only a formal review whether Contributor submitted all documentation and information for a Proposed Solution or for a Proposed Extension conforming to WBCSD’s formal requirements for being included in the Solutions Catalog or in the Extension Repository. WBCSD does not validate, verify, test, or otherwise confirm the Submitted Information or any Proposed Solution or Proposed Extension or any content thereof, including whether the confirmation of successful conformance testing is correct or accurate.
c. WBCSD will not keep confidential, or agree to any confidentiality or non-disclosure obligation related to, any Submitted Information. Contributor covenants that no Submitted Information is a trade secret or otherwise confidential.
d. WBCSD has discretion whether to accept a Proposed Solution or a Proposed Extension, based on any Submitted Information and other documentation, information, and material. WBCSD has no obligation to conduct any investigation or research.
4. Accepted Solution or Accepted Extension
a. If WBCSD accepts the Proposed Solution for the Solutions Catalog, it will include the Proposed Solution into the Solutions Catalog (referred to herein as an “Accepted Solution”). If WBCSD accepts the Proposed Extension for the Extension Repository, it will include the Proposed Extension in the Extension Repository (referred to herein as an “Accepted Extension”). WBCSD will not give Contributor notice of any acceptance or a rejection of a Proposed Solution or Proposed Extension. WBCSD will not return any Submitted Information.
b. Contributor hereby agrees and expressly consents that all Submitted Information for the Accepted Solution or the Accepted Extension will be fully disclosed and available to the public through the Solutions Catalog or the Extension Repository, respectively.
5. Licenses and Use Rights
a. Contributor hereby grants WBCSD a non-exclusive, worldwide, irrevocable, non-terminable, license to (i) use, reproduce, display, perform, and create derivative works from all Submitted Information and any other material, content, and information provided by or for Contributor to WBCSD in connection with the review of the Proposed Solution or Proposed Extension, and (ii) use, reproduce, display, perform, create derivative works from, distribute, publish, and make available the Proposed Solution or Proposed Extension, the Submitted Information, and any other material, content, and information provided by or for Contributor to WBCSD in connection with listing thereof as a Accepted Solution or a Accepted Extension or any requests by any member or the public related thereto, and (iii) use and display Contributor’s names and marks on the Website and any materials and publications of WBCSD in connection with, or related to, the listing of the Accepted Solution or Accepted Extension in the Solutions Catalog and any communication related thereto, all free of any royalty, fee, or other payment.
b. Contributor hereby expressly agrees that any person may access and use any Accepted Solution and any Accepted Extension, whether for commercial, non-commercial, research, or other purposes or uses of any kind, without obligation to pay any fee, royalty, or other payment of any kind to Contributor.
c. With regard to any Accepted Extension, Contributor is responsible for including or posting any license terms in the Accepted Extension governing the use of such Accepted Extension, provided that no such license terms shall conflict with or deviate from any of the terms, conditions, or provisions in these Terms.
6. Reservation of Ownership
a. WBCSD or its licensor retains sole ownership and rights in and to the Website, the Solutions Catalog, all material, content, and information thereon and therein, and all software and code comprising or underlying the foregoing, WBCSD’s marks and names, and all copyrights, trademark rights, and other intellectual property rights in and to the Website, the Solutions Catalog, such material, content, and information, such software and code, and such marks and names, anywhere in the world (“WBCSD Property”). WBCSD does not, and shall not be deemed to, assign, transfer, or convey any right, title, or interest in or to any WBCSD Property. WBCSD does not, and shall not be deemed to, grant any license, lien, claim, or other right to or under any WBCSD Property, except solely for any use right of the Website and the Solutions Catalog as granted in writing in the Additional Terms.
b. WBCSD does not acquire any ownership in or to, and Contributor or a third party licensor of Contributor shall retain any of their ownership in or to, any Submitted Information, Proposed Solution, Proposed Extension, Accepted Solution, or Accepted Extension.
7. Contributor Responsibility
a. Contributor hereby warrants and represents that (i) Contributor solely owns or has otherwise all rights to submit to WBCSD the Proposed Solution or Proposed Extension and all Submitted Information and any other material, content, and information provided by or for Contributor, and to grant all licenses and rights granted by Contributor, under these Terms and for the purposes set forth herein, and (ii) all content, data, and information included in the Submitted Information or otherwise provided by Contributor to WBCSD are accurate, correct, and complete, and Contributor will promptly notify WBCSD in writing if Contributor knows or believes that any such content, data, or information is inaccurate, incorrect, incomplete, or outdated, and provide as possible corrected, completed, and updated content, data, and information, (iii) the Proposed Solution or Proposed Extension is not, and no Submitted Information is, submitted or made available for any purpose or in any manner that is illegal, fraudulent, or deceptive or contradicts the purpose or philosophy underling WBCSD or the Solutions Catalog, and (iv) the Proposed Solution or Proposed Extension no Submitted Information infringes any patent, copyright, trademark, or other intellectual property right of any third party or misappropriates any technology, works, content, data, or information of any third party.
b. Contributor will indemnify, defend, and hold harmless WBCSD, its members, and each of their affiliates, officers, employees, agents, and contractors from any claim, suit, action, investigation, proceeding, judgment, and order, and any damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) related to the Proposed Solution, Proposed Extension, Accepted Solution, Accepted Extension, Submitted Information, any other material, content, and information provided or made available by or for Contributor, any use or reliance on the Accepted Solution or Accepted Extension accepted hereunder or any Submitted Information or other material, content, or information, or any breach or violation of any representation, covenant, or obligation of Contributor hereunder or any violation of law, negligence, or willful misconduct of Contributor or any of its officers, employees, agents, or contractors..
8. Disclaimer of Liability
a. WBCSD operates PACT and provides and makes available the Website, the Solutions Catalog, the listing of Accepted Solutions and Accepted Extensions, the opportunity to list any Accepted Solution or Accepted Extension, any review and consideration of any Proposed Solution or any Proposed Extension, and any services and other performance and activities under these Terms or related to the Website or the Solutions Catalog “AS IS”, without any representation, warranty, or guarantee. WBCSD does not make any, and hereby disclaims all, warranties, representations, and guarantees, whether express, implied, or otherwise, including all representations and warranties of merchantability, fitness for particular purpose, workmanship, title, license, and non-infringement, with regard to and in connection with PACT, the Website, the Solutions Catalog, the listing of Accepted Solutions and Accepted Extensions, the opportunity to list any Accepted Solution or Accepted Extension, any review and consideration of any Proposed Solution or any Proposed Extension, and any services and other performance and activities under these Terms or related to the Website or the Solutions Catalog, and any WBCSD Property, and that any information on this Website, in the Solutions Catalog, or related to any Accepted Solution or Accepted Extension is correct, complete, appropriate, or accurate or that any Accepted Solution or Accepted Extension does, in fact, conform to the Specifications or are functional or workable.
b. WBCSD is not and will not be liable, and disclaims any and all liability, to Contributor and any person claiming through or for Contributor, with regard to and in connection with the Website, the Solutions Catalog, the listing of Accepted Solutions and Accepted Extensions, the opportunity to list any Accepted Solution or Accepted Extension, any review and consideration of any Proposed Solution or any Proposed Extension, and any services and other performance and activities under these Terms or related to the Website or the Solutions Catalog, and any WBCSD Property, or the Proposed Solution or Proposed Extension or any Submitted Information or other material, content, or information of Contributor, or any loss, corruption, misappropriation, use, or disclosure thereof, or any access to or use of any Accepted Solution or Accepted Extension, or any failure, malfunction, error, or defect related thereto. To the fullest extent permissible under law, in no event is or will WBCSD, its members, or any of their affiliates, officers, employees, agents, and contractors be liable for any damages or loss, including any incidental, consequential, direct, indirect, liquidated, punitive, or other damages of any kind, loss of profit, or tangible or intangible loss or damages, under any cause of action and remedy, whether any of such damages were predictable or not. Contributor hereby waives any and all claims, rights, and remedies for any damages of any kind against WBCSD, its members, or any of their affiliates, officers, employees, agents, and contractors to the greatest extent permitted under applicable law. To the extent that the foregoing exclusion of liability is not valid or enforceable under applicable law, Contributor agrees that the total and aggregate liability of WBCSD, its members, and all of their affiliates, officers, employees, agents, and contractors is capped and limited at one thousand Swiss Francs(CHF 1,000.00), for any and all claims and causes of action, under these Terms and/or related to the Website, the Solutions Catalog, any Accepted Solution or Accepted Extension, or any service, performance, and activities hereunder.
c. The foregoing disclaims, exclusions, and limitations in this Section 8 are a material part of these Terms and WBCSD’s performance under these Terms.
9. Suspension and Removal
a. WBCSD may, and expressly reserves the right to, remove any Accepted Solution from the Solutions Catalog and any Accepted Extension from the Extension Repository, or to suspend access to any Accepted Solution or Accepted Extension, in the event of any error, defect, inaccuracy, flaw, or other problem related, or reasonably perceived by WBCSD with regard to, the Accepted Solution,, the Accepted Extension, or Contributor, or any breach of these Terms or any Additional Terms by Contributor, or for any other reason, including if a claim is made, whether to WBCSD or otherwise, that the Accepted Solution or Accepted Extension or its operation or use is defective, inaccurate, misleading, or subject to any error, lack of reliability, or appearance of any error or lack of reliability, with or without notice to Contributor.
b. The terms, conditions, and provisions set forth in Sections 6, 7, 8, and 10, and this Section 9.b, will survive and continue in effect after any removal of any Accepted Solution or any Accepted Extension, or any termination, expiration, or cancellation of these Terms for any reason.
a. The Parties are independent contractors and will always represent themselves as independent contractors. The Parties are not, and shall not be deemed to be, partners, joint venturers, co-owners, franchisor-franchisee, or otherwise participants in a joint or common undertaking. The employees or agents of one Party are not, and shall not be construed to be, employees or agents of the other Party, and such other Party shall not be liable for, have any obligations to, and may not be bound by such employees and agents of the first Party.
b. The Parties do not intend any third party to be a third party beneficiary under these Terms, and nothing in these Terms shall be construed for any third party to be a third party beneficiary or to confer any third party beneficiary rights or status on any third party.
c. Contributor may not transfer or assign these Terms or any right under these Terms, or delegate or transfer any obligation or duty under these Terms, without the prior written consent of the other Party. WBCSD may transfer or assign these Terms and any rights and obligations under these Terms, wholly or partially, to any third party. Any attempted assignment or delegation in contravention of the foregoing shall be null and void. These Terms shall otherwise be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.
d. The term “Section” means any of the numbered sections and subsections of these Terms. The term “including” means “including, without limitation” or “including, but not limited to”. All headings and titles are intended solely for the convenience of the Parties and will not affect the meaning or construction of any provision hereof. These Terms and its terms, conditions, and provisions shall be construed as if drafted jointly by the Parties. No presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship thereof.
e. These Terms constitute the entire understanding and agreement between the Parties hereto related to the subject matter hereof. A failure of a Party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. No right of a Party under these Terms is waived, changed, discharged, or terminated except by an instrument in writing signed by such Party through its authorized representative therefor and specifically identifying such right.
f. These Terms shall be interpreted and construed in accordance with, and the validity, enforceability, and enforcement of these Terms shall be governed by, and any dispute under these Terms shall be resolved in accordance with, the laws of Switzerland.
h. Notwithstanding Section 10.g, WBCSD shall be entitled to seek injunctive relief or specific performance in any court of applicable jurisdiction, without need or obligation to post any bond, to enforce any obligation, agreement, covenant, term, and condition under these Terms, in addition to any other rights and remedies available to WBCSD, all as WBCSD elects in its sole discretion.
i. If any provision of these Terms is held to be invalid or unenforceable, the meaning of said provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation shall save such provision, it will be severed from the remainder of these Terms, as appropriate, and such remainder of these Terms shall remain in full force and effect.
j. All notices, demands, or other legal communications to be given or delivered to WBCSD shall be writing and sent to WBCSD at the following electronic mail address, and shall be clearly identified in the electronic mail message’s subject line as a “notice under the Submission Terms and Conditions”: email@example.com.
Updated July 19, 2023.
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