The following terms and conditions, together with any documents being referred to(collectively, the “Agreement”) are a legal agreement between you and your employees, agents, contractors and any other entity on whose behalf you accept these terms (collectively, “you” and “your”), and InnoBlock Technology Limited (“IB”, “us”, “our” or “we”) for the provision of InnoBlock Technology TT Green® platform and other Servicess.
IMPORTANT: PLEASE READ THIS DOCUMENT CAREFULLY. BY CHECKING A BOX CAPTIONED WITH ACCEPTANCE LANGUAGE OR CLICKING AN ICON BEARING AN “AGREE” OR SIMILAR LEGEND OR BY OTHERWISE ELECTRONICALLY SIGNING THIS AGREEMENT, YOU AGREE TO ACCESS THESE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AND ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO, OR IF YOU DO NOT HAVE AUTHORITY TO ENTER INTO, THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MUST NOT USE THE SERVICESS.
“Affiliate” means, with respect to either party, any entity that directly or indirectly controls, or is controlled by, or is under common control with that party.
“Documentation” means IB’s online user guides, documentation, and any other assistance and training materials that IB provides or makes available to you, as updated by IB from time to time.
“TT Green®” means the online software-as-a-Services (SAAS) platform offered by IB which streamlines ESG data collection, Carbon & Energy Management, Green Finance, and reporting.
“Order Form” means the order for the Servicess through an online or offline ordering document or agreement specifying the subscription of the Servicess to be provided under this Agreement that is entered into between you, on the one hand, and IB or any of its Affiliate(s), on the other hand, including any exhibits, schedules, addenda, and supplements thereto.
“Servicess” means the on-line, web-based TT Green® and associated applications and contents or other related Servicess provided by IB from time to time.
2. Limited Licence
2.1 During the Term (as defined in Section 10 below), IB grants to you a personal, non-transferable (except as provided herein), non-exclusive, non-sublicensable, limited-scope, term licence to use, in accordance with this Agreement, the TT Green® and the Servicess.
2.2 TT Green® and the Servicess only may be used by you in the ordinary course of your business operations and only for your own internal business purposes.
3. Delivery and Acceptance
3.1 The TT Green® and the Servicess will be made available by IB to you as a Services accessible via the internet. IB will generate an account for you to setup login details. IB reserves the right to reject account registrations or terminate the account it deems inappropriate. You shall be deemed to have accepted the TT Green® and the Servicess under this Agreement on the day when the account is provided to you by IB.
4.1 Unless expressly authorized under this Agreement, you will not, and you will not allow or assist any third party to: (i) make the TT Green® or the Servicess available to anyone other than your authorized users or use the TT Green® or the Servicess for the benefit of anyone other than you; (ii) sell, resell, license, sublicense, distribute, make available, rent, or lease the TT Green® or the Services or any part thereof; (iii) use the TT Green® or the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious materials, or to store or transmit materials in violation of any third-party privacy rights; (iv) use the TT Green® or the Services to store or transmit malicious code; (v) interfere with or disrupt the integrity or performance of the TT Green® or the Services contained therein; (vi) attempt to gain unauthorized access to the TT Green® or the Services or any related systems or networks; (vii) permit direct or indirect access to or use of the TT Green® or the Services in a way that circumvents a contractual usage limit or in a manner that violates this Agreement; (viii) modify, copy, or create derivative works based on the TT Green® or the Services or any part thereof, feature, function, or user interface thereof; (ix) frame or mirror any part of the TT Green® or the Services; (x) access the TT Green® or the Services for purposes of monitoring its availability, performance, or functionality or for any other benchmarking or competitive purposes; or (xi) disassemble, reverse engineer, or decompile the TT Green® or the Services, or access the TT Green® or the Services to (1) build a competitive product or Services, (2) build a product or Services using similar ideas, features, functions, or graphics of the TT Green® or the Services, or (3) copy any ideas, features, functions or graphics of the TT Green® or the Services.
5. Your Responsibilities
5.1 You represent, covenant, and warrant that you will use the TT Green® or the Services only in compliance with IB’s standard published policies then in effect and all applicable laws and regulations. You hereby agree to indemnify and hold harmless IB against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of the TT Green® or the Services. Although IB has no obligation to monitor your use of the TT Green® or the Services, IB may do so and may prohibit any use of the TT Green® or the Services it believes may be (or alleged to be) in violation of the foregoing.
5.2 You shall be responsible for obtaining and maintaining any equipment and ancillary Services needed to connect to, access or otherwise use the TT Green® or the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Your Equipment”). You shall also be responsible for maintaining the security of the Your Equipment, account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of account or the Your Equipment with or without your knowledge or consent. Whenever IB’s performance of this Agreement is dependent on you furnishing IB with appropriate information, personnel or materials, you will furnish and process all such information, personnel and/or materials in an accurate and timely manner.
5.3 You shall ensure that only your authorized employees or contractors (other than competitors of IB) access the TT Green® or the Services and only for your internal business purposes, unless with IB’s prior written consent. If you permit any person or entity to use the TT Green® or the Services who or which is not properly authorized under this Agreement to use the TT Green® or the Services, IB shall be entitled to terminate this Agreement with immediate effect without prejudice to any other rights or remedies available to it.
6. Representations and Warranties
6.1 You represent and warrant that (i) you are financially solvent and has the requisite legal right, power, and authority to enter into this Agreement and to grant the rights you purport to grant hereunder and to perform your duties and fulfil your obligations hereunder; (ii) all information and data provided by or on behalf of you or any user in connection with this Agreement is and will be, accurate, complete, and correct in all material respects to the best of your ability, knowledge, and belief; and (iii) you shall obtain any and all necessary consents in order for IB and its Affiliates to host, copy, display, and use your information or data to provide the Services.
6.2 IB warrants that (i) IB is financially solvent and has the requisite legal right, power, and authority to enter into this Agreement and to grant the rights we purport to grant hereunder and to perform our duties and fulfil our obligations hereunder; (ii) TT Green® or the Services will not, to IB’s knowledge, contain any malicious code, and (iii) TT Green® or the Services will perform materially in accordance with the applicable Documentation and IB shall use reasonable efforts consistent with prevailing industry standards to maintain the TT Green® or the Services in a manner which minimizes errors and interruptions in the TT Green® or the Services and shall perform support in a professional and workmanlike manner.
6.3 The TT Green® or the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by IB or by third-party providers, or because of the Force Majeure under the Section 12 hereinafter, but IB shall use reasonable efforts to provide advance notice of any scheduled Services disruption.
6.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, (I) IB MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT; AND (II) THE SERVICESS ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT ANY FURTHER WARRANTIES OF ANY KIND. IB SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IB DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICESS OR ANY SOFTWARE, CONTENT, DOCUMENTATION, OR OTHER MATERIALS PROVIDED BY IB, ITS AFFILIATES, OR THEIR RESPECTIVE CONTRACTORS OR AGENTS ARE OR WILL NECESSARILY BE COMPLETELY ACCURATE, CURRENT, COMPLETE, CONTINUOUSLY AVAILABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH CUSTOMER MAY CHOOSE TO PUT THEM. IB DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICESS, OR THAT THE OPERATION AND USE OF THE SERVICESS, WILL BE ENTIRELY WITHOUT INTERRUPTION OR TOTALLY ERROR-FREE; OR THAT ALL DEFECTS (INCLUDING, BUT NOT LIMITED TO, MINOR OR COSMETIC DEFECTS THAT DO NOT SIGNIFICANTLY AND ADVERSELY AFFECT FUNCTIONALITY OR FEATURES) WILL BE CORRECTED.
7. Proprietary Rights
7.1 You shall own all right, title and interest in and to your Data. Notwithstanding anything to the contrary, IB shall have the right to collect and analyze your Data relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning your Data and data derived therefrom), and you hereby grants to IB a perpetual, non-exclusive licence (during and after the term hereof) to, at no charge, (i) use your Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other IB offerings, and (ii) disclose your Data solely in aggregate or other de-identified form in connection with its business.
7.2 You acknowledge and agree that IB shall own and retain all right, title and interest in and to (i) the TT Green® or the Services, all improvements, enhancements or modifications thereto, (ii) any data, software, architecture, algorithms, applications, inventions or other technology underlying the TT Green® or the Services or developed in connection with support, (iii) all Intellectual Property Rights related to any of the foregoing. You shall comply with all reasonable requests made by IB to protect the Intellectual Property Rights of IB. For the purposes of this Agreement, “Intellectual Property Rights” means all industrial and intellectual property rights (including, but not limited to, patents, copyrights, trade secrets, database rights, design rights, goodwill and trade mark rights), whether registered or not, and including applications for registration thereof, rights in know-how and moral rights.
8.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose confidential information including but not limited to the business, technical or financial information relating to the Disclosing Party (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of IB also includes non-public information regarding features, functionality and performance of the TT Green® or the Services, IB’s physical security system, access control system, telecommunications network, and all documentation and manuals provided or made available by IB in connection with the TT Green® or the Services. Confidential Information of you also includes non-public data provided by you to IB to enable the provision of the Services (“Customer Data”).
8.2 The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of this Agreement or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law, regulations or judicial/regulatory body.
8.3 Notwithstanding anything to the contrary herein, if you consent to publish or share your Data or other information with designated parties; you are responsible for any content you post to our platform and the consequences of sharing or publishing such content with other parties or the general public. IB is not responsible for the consequences of the sharing or publishing of your Data or information on our platform. IB shall not be liable for any losses or damages in connection with the use of the Customer Data or information shared or published by you.
9. Fees and Payment
9.1 You will promptly pay all fees associated with the Services, as set forth in the applicable Order Forms (the “Fees”). Except as otherwise specified herein or in an Order Form, (i) Fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Term. Unless otherwise agreed in advance in writing, out-of-scope Services will be charged on a time and materials basis at IB’s then-applicable rates.
9.2 Fees are exclusive of all taxes, levies, or duties imposed by relevant tax authorities and you shall be responsible for payment of all such applicable taxes, levies or duties.
9.3 You are responsible for providing complete and accurate billing and contact information to IB at the time of executing the Order Form and for notifying IB of any changes to such information over time.
10. Term and Termination
10.1 Unless otherwise stated or agreed by both Parties, access to the TT Green® and the Services shall commence on the date you execute the first Order Form (“Commencing Date”) and continue until either terminated in accordance with Section 10.2 or twelve months after the Commencing Date.
10.2 A party may terminate this Agreement for cause (i) immediately upon notice in the event of the other party’s material breach of this Agreement that remains uncured for thirty days following written notice from the non-breaching party, or (ii) if the other party becomes the subject of a petition in bankruptcy or winding up or any other proceedings relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
10.3 Upon termination or expiration of this Agreement for any reason, all rights and licenses granted to you to access and use the TT Green® and the Services will automatically terminate and be revoked.
11. Indemnity and Liability
11.1 IB will indemnify, defend, and hold you harmless from and against any and all losses, damages, liabilities, or costs (“Losses”) resulting from any third-party claim, suit, action, or proceeding (“Claim”) that the Services as provided to you, or any use of the Services in accordance with this Agreement, infringe or misappropriate such third party’s Intellectual Property Rights. If such a Claim is made, IB may, at its sole option and expense, to (i) modify or replace the Services, or components or parts thereof, to make it non-infringing, or (ii) obtain the right for you to continue use the Services. If IB determines that neither alternative is reasonably available, IB may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice, and refund you any prepaid or unused fees covering the remainder of the Term of the terminated Order Form.
11.2 Except as prohibited by law, you will indemnify, hold harmless, and, at IB’s option, defend IB from and against any Losses resulting from any third-party Claim alleging or based on: (i) infringement or misappropriation of any third party’s Intellectual Property Rights arising out of or resulting from the data or any other materials provided by you; (ii) your use of the Services in an unlawful manner or in violation of this Agreement and/or the Documentation; (iii) your use of the Services in combination with data, software, hardware, equipment or technology not provided by IB or authorized by IB in writing; or (iv) modifications to the Services not made by IB.
11.3 Notwithstanding anything to the contrary, IB and its officers, affiliates, representatives and employees shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, Servicess or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond IB’s reasonable control; or (d) for any amounts that, together with amounts associated with all other claims, exceed the Fees paid or payable by you to IB for the Services under this agreement, in each case, whether or not IB has been advised of the possibility of such damages.
12. Force Majeure
12.1 You and IB shall not be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, epidemic, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet Services provider failures or delays, or denial of Services attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.
13.1 The relationship between you and IB is an independent contracting relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind IB in any respect whatsoever.
13.2 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
13.3 This Agreement is not assignable, transferable or sublicensable by you except with IB’s prior written consent. IB may transfer and assign any of its rights and obligations to its Affiliate under this Agreement without consent.
13.5 This Agreement is governed by the laws of Hong Kong. You hereby agree to submit to the exclusive jurisdiction of the Hong Kong courts in the event of any dispute.
13.6 IB may give any notice or other communication by electronic mail (using the electronic mail address contained in IB’s records) or posting it on the website. Each such notice or other communication shall deemed to have been given when actually received by you in the case of delivery by hand, courier, mail or electronic mail, as applicable, or immediately upon your first entering the website after such notice or other communication has been posted on the website by IB.