Terms applicable to Calyx Ratings Service subscriptions

With effect from 1 September 2022

Term

The subscription term, start date and expiry date are set out in the Service Confirmation to which these terms are attached (“the Service Confirmation”).

Cancelation

The Agreement may not be canceled by the Customer and the payment under the Agreement is not refundable at the request of the Customer.
Subscription benefits
During the term of the Agreement, the Customer shall have the benefit of the following rights –

User access rights for two users identified in the Service Confirmation (“Designated Users”) for access to the Calyx Ratings Service for the term of the Agreement; and
The right to purchase Calyx Project Reports at the subscriber rate set out in the order form, provided that the Customer Procurement Partner or a Customer Authorized User confirms the request to procure a specified Calyx Project Report in email correspondence and makes the corresponding payment before the expiry date of the Agreement.
Access to Calyx Ratings Service; Named User Licenses
Upon receipt of the Customer’s signed Service Confirmation, the Company shall send to the Designated Users’ email addresses two sets of initial password and login credentials with a link to the Calyx website portal where the Customer may use such password and login credentials to update the password and login and thereafter access the Calyx Ratings Service. The Customer undertakes that the password and login initial and amended credentials (i) shall exclusively be used by one of two Designated Users who are and shall remain officers or employees of the Customer during the term of the Agreement and (ii) shall not be disclosed to or used by any 3rd party without the Company’s consent. The Customer may nominate a replacement Designated User in writing to Company at any time; the Company shall terminate access for the replaced Designated User upon its issue of password and login credentials to the replacement Designated User.
The Customer is responsible for ensuring that all persons who access the Company’s Ratings Service through the Customer’s internet connection are aware of these terms, and that they comply with them. The Customer, its officers and employees must not damage, interfere with or disrupt access to the Company’s site, or do anything which might interrupt or impair its functionality. The Customer, its officers and employees must not misuse the Company’s site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. The Customer, its officers and employees must not attempt to gain unauthorized access to the Company’s site, the server on which the Company’s site is stored or any server, computer or database connected to the Company’s site. The Customer, its officers and employees must not attack the Company’s site via a denial-of-service attack or a distributed denial-of service attack.

Availability of Calyx Ratings Service

The Company shall use reasonable endeavors to ensure that the Calyx Ratings Service is continuously accessible through the term of the Agreement, but reserves the right to suspend availability during periods of website maintenance which the Company shall notify to users on the website with as much notice as reasonably possible. The Customer acknowledges that accessibility to the website relies upon Internet resources over which neither party has control, and the Company does not guarantee access at all times for that reason. The Customer is responsible for making all arrangements necessary for the Customer to have access to the Company’s site.

Updates

The Company is under no obligation to update information provided by the Calyx Ratings Service, but reserves the right to do so, in response to new information.

License terms

Subject to the terms of the Agreement, the Company grants to the Customer a non-exclusive, non-transferable license to access, and view, for its own internal purposes, information contained in the Calyx Ratings Service during the term of the Agreement.
The Customer may not “scrape” the Calyx Ratings Service by downloading the entire library, or all information pertaining to a specific type of project.
The Customer may not transfer or share information obtained from the Calyx Ratings Service or disclose it to a 3rd party for valuable consideration or otherwise.

Termination

The Company reserves the right to terminate this Agreement forthwith in the event that
(i) the Customer is in breach of the Agreement; and
(ii) the Company has sent a notice to the Customer identifying the breach and requiring it to be remedied within 7 days of the date of such notice; and
(iii) the Customer has failed to remedy such breach within such period.
In the event of such termination, the Customer shall not be entitled to any refund of payments made under the Agreement.

Terms applicable to the purchase of a Calyx Project Report

With effect from 1 September, 2022

Delivery

The Company shall send via email or electronically make available to the Customer an electronic copy of the relevant Calyx Project Report upon (i) confirmation via email between the Company and the Customer of the Calyx Project Report to be purchased; ; and (ii) receipt by the Company of Customer’s payment of the applicable purchase price.

Cancelation

The Agreement may not be canceled by the Customer and the payment under the Agreement is not refundable at the request of the Customer.

Updates

The Company is under no obligation to provide updates with respect to a Project Report. The Company reserves the right to issue updated versions of a Project Report from time to time, and accepts no liability to the Customer for any loss, liability expense or claim incurred by the Customer in connection with any variation between the Project Report provided to the Customer and its updated version.

License terms

Subject to the terms of the Agreement, the Company grants to the Customer a perpetual, non-exclusive, non-transferable license to use the Calyx Project Report and information contained in it for its own internal purposes. For such purposes, any officer or employee of the Customer may access the Calyx Project Report, and use and analyze information contained in it. The Customer may not transfer, share, disclose or resell the Project Report and information contained in it to a 3rd party for valuable consideration or otherwise. The Customer may not publish the Project Report

The Company’s general terms of business

With effect from 1st September 2022

Contract formation

A legally binding and enforceable agreement between Calyx Global Inc. (“the Company”) and the business entity which you represent (“the Customer”) is formed when you send to the Company a completed service confirmation signed by you or on behalf of the Customer.

Applicable terms

The terms of the agreement shall comprise the Service Confirmation and the Company’s terms of business attached to it, subject to any additional or amended terms agreed between the Company and the Customer as set out in the Service Confirmation (“the Agreement”).
The Agreement sets out everything agreed by the Parties relating to its subject matter and supersedes and cancels anything discussed, exchanged or agreed prior to the date of the Agreement. The Parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the date of the Agreement.
The Company’s website Terms of Use (available at www.calyxglobal.com) shall not form part of the Agreement but shall apply to the Customer’s access to and use of the website for the purpose of accessing, viewing and (if applicable) downloading Company materials which are generally available on the website free of charge.

Personal data

The Company retains and processes personal data relating to individuals representing its Customers, but only to the extent strictly necessary to facilitate communications with the Customer, in accordance with the Company’s Privacy Policy available at this webpage https://www.calyxglobal.com/privacy.

Communications

The business address of Calyx Global Inc is: 328 W 7TH STREET, LEADVILLE, 80461, COLORADO, USA.
The Company email address is: [email protected]
the Company telephone number is: +1 (650) 530-0958
The Company representative responsible for the administration of each agreement is identified by name, telephone number and email address in the Service Confirmation. The Customer warrants that its representative named in the Service Confirmation has the authority to give and receive notices on behalf of the Customer, and to enter into binding legal agreements on behalf of the Customer, including any variation, waiver or amendment of the terms of any agreement.

LIMITATION OF LIABILITY

THE LIABILITY OF A PARTY WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS AND EXPENSES ARISING OUT OF ITS PERFORMANCE OR NONPERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE, WILL BE LIMITED TO (A) DIRECT, ACTUAL DAMAGES INCURRED AS A RESULT OF THE PARTY’S FAILURE TO PERFORM ITS OBLIGATIONS AS REQUIRED BY THIS AGREEMENT, AND (B) WILL NOT EXCEED IN THE AGGREGATE A SUM EQUAL TO THE TOTAL AMOUNT PAYABLE BY THE CUSTOMER TO THE COMPANY IN RESPECT OF THE AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, FOR ANY (A) INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR (B) DAMAGES RESULTING FROM LOSS OF SALE, BUSINESS, PROFITS, OPPORTUNITY OR GOODWILL.

Suitability of Calyx services

The Customer warrants that it has satisfied itself that the information provided in any Calyx Project Report or the Calyx Ratings Service meets its requirements and that the Company is under no obligation to provide or obtain for the Customer any additional information.
The Customer acknowledges that the ratings and insights included in the Calyx Ratings Service and Calyx Project Reports are the result of applying the Company’s proprietary frameworks to publicly available and/or acquirable information. Human judgment is involved in the application of the Company’s frameworks; this may result in differing rating outcomes. The Customer also accepts that the quality and reliability of the assessment rating necessarily depend upon the quality and reliability of the data on which it is based and that the Company has limited opportunity to verify such data. The Company accepts no liability to the Customer for any loss, expense, liability or claim that the Customer may incur in connection with any rating assessment which is based upon erroneous data.
The information contained in a Calyx Project Report or in the Calyx Ratings Service does not constitute any form of advice or recommendation with respect to the relevant carbon project. A Company rating does not indicate that a particular carbon project is suitable for procurement or investment by the Customer or any other person and does not provide any forecast whatsoever as to a carbon project’s future performance. The Company does not accept any liability whatsoever for any loss, expense, cost or liability, howsoever arising from the Customer’s decision to procure credits from, participate in, invest in or in any manner take financial exposure with respect to any carbon project which has been rated by the Company.
Intellectual property
The Company owns or is the licensee of all the intellectual property rights with respect to (i) the content of the Company website, including the Calyx Ratings Service; and (ii) the content of each Calyx Project Report, whether or not such report is prepared exclusively for a Customer. Nothing in the Agreement shall be interpreted as granting or transferring ownership in any intellectual property rights with respect to such materials to the Customer. These materials are protected by copyright laws and treaties around the world. All such rights are reserved.
The Customer’s permitted access to, and use of, such materials is governed by the license terms set out in the paragraph “License terms”.

Confidentiality

Subject to the applicable license terms, the Company and the Customer agree not to disclose to any 3rd party the existence and terms of the Agreement, save to the extent that such disclosure is strictly required by applicable law in which case the disclosing party shall notify the other party as soon as possible prior to making the disclosure.

Governing law

The agreement is governed by the laws of the State of New York save for any conflict of laws provisions which would otherwise provide for a different law to apply.

Jurisdiction

To the maximum extent permitted by law, any dispute, controversy or claim arising out of or relating to the Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of three arbitrators. Within 15 days after the commencement of arbitration, each party shall select one person to act as arbitrator, and the two so selected shall select a third arbitrator within 30 days of the commencement of the arbitration. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with its rules. All arbitrators shall serve as neutral, independent and impartial arbitrators. The seat of the arbitration will be Denver, CO. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof. The Company and the Customer agreed to submit to the exclusive jurisdiction of the federal and state courts of New York with respect to any matter which is prohibited from resolution by arbitration in accordance with this clause by reason of applicable law. The Company and the Customer each hereby waive, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. In respect of any proceedings before the state courts of New York, the Company and the Customer both waive any right to jury trial.

Other terms

If any provision of the Agreement is, or becomes, unenforceable, illegal or invalid for any reason, the relevant provision is deemed to be varied to the extent necessary to remedy the unenforceability, illegality or invalidity. If variation is not possible, the provision must be treated as severed from the Agreement without affecting any other provisions of the Agreement.
To waive a right under the Agreement, the waiver must be in writing and signed by the waiving Party. Any variation to the Agreement must be in writing and signed by both Parties.
Nothing in the Agreement shall evidence or constitute a partnership, joint venture or any other form of profit sharing between the Parties.
Unless expressly set out in the Agreement, no person which is not a party to the Agreement shall acquire any right, benefit or obligation hereunder.
The Agreement is personal to the Customer and may not be assigned to a 3rd party without the prior written consent of the Company.
The paragraphs headed “Confidentiality”, “Intellectual Property”, “License Terms”, “Limitation of Liability”, “Suitability of Calyx services”, “Governing Law”, “Jurisdiction” and “Other terms” of these general terms of business shall survive and continue to bind the Parties notwithstanding the termination of the Agreement.