Platform Terms of Service
Last updated: January 2023
These Platform Terms of Service (this “Agreement”) constitutes a binding agreement between Renoster Systems, Inc. (“Company,” “we,” or “us”) and you, an individual, or, if you represent an entity or other organization, that entity or organization (in either case, “Customer”). This Agreement governs Customer’s use of the Mercury Rubric platform (the “Platform”). The Platform, all content and information contained in the Platform, the Renoster Attributes and Ratings, and any other products, resources, and services provided by Company, together, are the “Services.”
Please read this Agreement carefully before using any of the Services. This Agreement govern Customer’s rights and obligations related to Customer’s access to and use of Services. If Customer does not agree with this Agreement, Customer may not access or use the Services.
- 1. Platform Access
- 1.1 Order Form. Access to the Platform is available on a subscription basis, purchased by an order form (“Order Form”) describing the level of access and any additional services to be provided by Company to Customer. The Order Form may be a separate, written document signed by both parties or it may be an online form filled out by Customer specifying the level of access to the Platform. The terms in the Order Form are incorporated into this Agreement.
- 1.2 Access and Account Setup. Subject to this Agreement, we will provide Customer with access privileges that permit Customer to access and manage its Platform account (“Customer Account”). Customer represents and warrants that all information submitted by it in association with its Customer Account will be accurate, complete, and current, and that Customer will maintain and promptly update all such information to beep it accurate, complete, and current. The Platform may be accessed and used by a limited number of Customer users authorized in the Order Form (the “Authorized Users”). Customer is solely responsible for the activity that occurs on the Customer Account, and for keeping the Customer Account password secure. Customer may never use another person’s user account or registration information for the Platform without our permission. Customer shall be responsible for the acts or omissions of any person who accesses the Platform using passwords or access procedures provided to or created by Customer. Customer will use reasonable efforts to prevent any unauthorized use of the Platform, and will promptly notify Company in writing of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use.
- 1.3 Grant of Right.
- (a) Subject to the terms of this Agreement, Company grants Customer a non-exclusive, non-sublicensable, nontransferable right, during the Subscription Term (as defined in the applicable Order Form), to access and use the Services solely for Customer’s internal business purposes and in accordance with any documentation or product feature descriptions made available to Customer by us in tangible or electronic format (collectively “Documentation”).
- (b) From time to time, Customer may request that Company include on the Platform a review of a carbon project that is not currently available on the Platform (each, a “Requested Report”). All such requests for Requested Reports must be completed via an Order Form, signed by Customer and Company. Company shall use commercially reasonable efforts to update the Platform with the Requested Report in accordance with the applicable Order Form. Unless otherwise specified in the applicable Order Form, Customer shall have the exclusive right to access and use the Requested Report in accordance with Section 1.3(a) for a period of ninety (90) days following Company’s updating of the Platform with the same (“Exclusive Use Period”). Following the applicable Exclusive Use Period, Customer acknowledges that Requested Reports shall become available to others. Requested Reports shall at all times remain Company property.
- 1.4 Renoster Attributes and Ratings. If applicable and subject to the Order Form, Company shall take commercially reasonable efforts to provide the Renoster Attributes and Ratings to Customer as set forth herein.
- (a) Definition. “Renoster Attributes and Ratings” means limited data of summary metrics, scores, and ratings given by Company to a particular carbon project, and which are provided by Company to the Customer via an API call to the Platform, as further described onhttps://www.renoster.co/dtr-docs.
- (b) License and Proprietary Rights. Subject to Customer’s compliance with all the terms and conditions of the Agreement, including this Addendum, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to use the Renoster Attributes and Ratings solely for Customer’s commercial marketing purposes of the related carbon project, in accordance with the Documentation and the Order Form. Without limiting the foregoing and unless otherwise stated in the Order Form, Customer may only display or make available the Renoster Attributes and Ratings to its clients/customers who have a paid subscription to, or have otherwise paid for, Customer’s services, and shall not make the Renoster Attributes and Ratings publicly available. Except for the foregoing limited license, Company retains all rights, title, and interests (including all proprietary and Intellectual Property Rights) in and to the Renoster Attributes and Ratings.
- (c) Attribution. All linking, display, or other use of Renoster Attributes and Ratings on any of Customer’s public facing interfaces must be prominently attributed to Company as follows (“Attribution”): the Attribution shall state “Source: Renoster Systems, Inc. © 2023 All rights reserved.” and must be displayed on the interface where the Renoster Attributes and Ratings are linked to, displayed, used, or otherwise made available to third parties so that such third parties would reasonably conclude that Company is the source of the Renoster Attributes and Ratings.
- 2. Proprietary Rights
- 2.1 Ownership. Except as provided to Customer in this Agreement, Company retains all rights, title, and interests (including all proprietary and Intellectual Property Rights) in and to the Services. “Intellectual Property Rights” means all rights of the following types, under the laws of any jurisdiction worldwide: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights; (b) trade secret rights; (c) trademark rights; (d) patent rights; (e) mask work, sui generis database rights, and industrial property rights; (f) other proprietary rights of every kind and nature; and (g) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the above.
- 2.2 Technology. The Services, and the databases and technology used by or on behalf of Company to operate the Services, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Company and its third-party providers. Company and its third-party providers retain all right, title and interest, including, without limitation, all Intellectual Property Rights in and to the Technology and any additions, improvements, updates and modifications thereto. Customer receives no ownership interest in or to the Technology and Customer is not granted any right or license to use the Technology itself, apart from Customer’s ability to access and use the Platform under this Agreement. The Company name, logo, and all product and service names associated with the Services are trademarks of Company and its third-party providers (“Company Marks”) and Customer is granted no right or license to use them.
- 2.3 Restrictions. Customer will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Customer’s rights to access or use the Technology or otherwise make the Technology available to any third party; (6) use the Technology (or any portion thereof) for commercial time-sharing or service-bureau use or for any purpose other than its own internal use; (7) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (8) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (9) monitor the availability, performance, or functionality of the Technology; (10) interfere with the operation or hosting of the Technology; (11) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; or (12) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information Customer obtains or learns from the Technology (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction.
- 3. Fees and taxes.
3.1 Customer agrees to pay Company the subscription fee (“Subscription Fee”) and acknowledges that access to the Platform may subject Customer to recurring fees and/or terms. Customer’s subscription to the Platform will continue and automatically renew on a recurring basis corresponding to Customer’s Subscription Term unless and until the subscription is canceled, or the Customer Account is otherwise suspended or terminated pursuant to this Agreement. Subscription Fees will be charged to Customer’s credit or debit card or other payment account as part of the automatic renewal plan. Unless canceled, Customer will continue to be charged on a monthly or annual basis depending on the payment plan elected by Customer. The annual or monthly billing is Customer’s “Billing Period.” Prior to the Subscription Term renewing, Customer will receive an e-mail to the e-mail address provided in the Registration Information informing Customer of the date that Customer’s annual subscription will be renewing. For monthly subscribers, Customer will receive an e-mail if the monthly subscription is renewing for a 12th month, and thereafter on an annual basis.
Unless otherwise set forth in the applicable Order Form, by signing up for the Platform, Customer acknowledges that its purchase of a subscription for the Platform:
- i. Is subject to automatic renewal;
- ii. Will continue until Customer cancels the subscription; an
- iii. Is subject to automatic charges on Customer’s method of payment.
Customer may cancel the subscription at any time by going to the “Account” page and selecting “CANCEL SUBSCRIPTION.” Alternatively, Customer may e-mail email@example.com to cancel the subscription.
- 3.2 Unless otherwise set forth in the applicable Order Form, Customer agrees to pay, and shall pay, the fees set forth on the Order Form within thirty (30) days of Customer’s receipt of an invoice from Company. All payments shall be made in U.S. dollars in immediately available funds. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less. Except as expressly provided herein, all Subscription Fees are nonrefundable.
- 3.3 Customer shall pay any sales, use, value-added, property, and other taxes, withholdings and similar charges based on or arising from this Agreement (other than taxes based on Company’s net income).
- 4. Modification to Platform. Company may add or remove, suspend, stop, delete, discontinue or impose conditions on the Platform or any feature or aspect of the Platform. Company will take reasonable steps to notify Customer of such termination or Platform changes by email or the next time Customer attempts to access the Customer Account.
- 5. Feedback. Customer agrees that Company is free to disclose aggregate measures of usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Services hereunder, including that it could have acquired performing the same or similar services for another customer. All Customer suggestions for correction, change or modification to the Services, evaluations, and other feedback, information and reports provided to Company hereunder (collectively, “Feedback”), will be the property of Company and Customer shall and hereby does assign any rights in such Feedback to Company.
- 6. Aggregate Data. Customer agrees that Company shall have a perpetual, worldwide, non-exclusive, irrevocable right and license to use, store, copy, create derivatives, and archive Customer Data (defined below) (a) to create anonymized compilations and analyses of Customer Data (“Aggregate Data”); (b) to create reports, evaluations, benchmarking tests, studies, analyses and other work product from Aggregate Data (“Analyses”); and (c) to create, develop, enhance algorithms, machine learning and other generally available tools in connection with the Platform using anonymous Customer Data. Company shall have exclusive ownership rights to, and the exclusive right to use, such Aggregate Data and Analyses for any purpose, including, but not limited to product improvement and marketing to other customers of the Platform; provided, however, that Company shall not distribute Aggregate Data and Analyses in a manner that is identifiable as Customer Data. “Customer Data” means all information provided by Customer to Company in relation to Company’s provision of the Services.
- 7. Term.
7.1 Term; Termination. This Agreement are entered into as of the earlier of the date Customer first accesses or uses any of the Services (the “Effective Date”) and will terminate upon the expiration of the Subscription Term set forth in the applicable Order Form, unless earlier terminated as set forth herein (the “Term”). Either party may terminate any Order Form and this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after it receives written notice of such breach. A material breach includes, without limitation, a failure to make a full and timely payment (not disputed in good faith), or a commission of any of the acts contemplated in Section 2.3. In addition to the foregoing, Company may terminate this Agreement and all of Customer’s rights hereunder immediately upon notice to Customer in the event of an assignment by Customer of this Agreement to a competitor or potential competitor of Company.
7.2 Effect of Termination. If Customer terminates this Agreement or an Order Form due to Company’s breach, any related prepaid Subscription Fees will be refunded pro-rated to the effective date of termination. Upon termination or expiration of this Agreement for any reason: (i) all rights and subscriptions granted to Customer under this Agreement will terminate; (ii) Customer shall immediately cease all use of and access to the Services, including all content Customer obtained via the Services prior to the termination; and (iii) Company may, in its sole discretion, delete the Customer Account and any Customer Data held by Company at any time without future obligation to Customer. Sections 2, 3, 5, 6, 7 through 12, 17 and 18 shall survive the expiration or termination of this Agreement.
- 8. Confidentiality.
- 8.1 As part of Customer’s use of the Services, each party (“Discloser”) may disclose certain Confidential Information to the other party (“Recipient”). “Confidential Information” means, in the Company’s case, the Platform and all content, documentation, and materials relating to or made available through the Platform, regardless of the form thereof, including all copies and extracts thereof, and in the Customer’s case, Customer Data. Recipient may disclose the Discloser’s Confidential Information only to those individuals who have a need to know the Confidential Information for purposes of the provision and use of the Services as permitted under this Agreement and who are bound by an obligation of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. Recipient shall not disclose Discloser’s Confidential Information to any third party without Discloser’s prior written consent. Recipient will not utilize the Confidential Information other than as expressly permitted in this Agreement. Recipient will treat Discloser’s Confidential Information with the same degree of care as Recipient treats its own confidential information which, in no event, will be less than reasonable care. Recipient understands and agrees that nothing contained in this Agreement, shall be construed as granting any property rights, by license or otherwise, to any of Discloser’s Confidential Information, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Recipient will not make, have made, use, or sell for any purpose any product or other item using, incorporating or derived from any of Discloser’s Confidential Information.
- 8.2 Recipient’s obligations under Section 8.1 shall with respect to any portion of Discloser’s Confidential Information shall terminate if and when Recipient can prove by competent evidence that such information: (a) was publicly available at the time it was communicated to Recipient by Discloser; (b) becomes publicly available after it was communicated to Recipient by Discloser through no breach of this Agreement by Recipient; (c) was in Recipient’s possession free of any obligation of confidence at the time it was communicated to Recipient by Discloser; (d) was rightfully communicated to Recipient free of any obligation of confidence subsequent to the time it was communicated to Recipient by Discloser; or (e) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information.
- 8.3 Recipient acknowledges that any actual or threatened material breach of this Agreement by Recipient will constitute immediate and irreparable harm to Discloser for which monetary damages would be an inadequate remedy, and therefore, that upon any such breach of this Agreement or threat thereof, Recipient will not oppose any attempt by Discloser to obtain, in addition to whatever remedies it may have at law, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agree to support the waiver of any requirement that Recipient be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).
9. Warranties; Disclaimer. Company warrants that the Services shall be performed in accordance with the terms of this Agreement and any Documentation. If Customer notifies Company of a reproducible error in the Services that indicates a breach of the foregoing warranty (each, an “Error”) within 30 days after Customer experiences such Error, Company shall, at its own expense and as its sole obligation and Customer’s exclusive remedy: (a) use commercially reasonable efforts to correct or provide a workaround for such Error; or (b) if Company is unable to correct or provide a workaround for such Error within 60 days after receiving notice of such Error from Customer, Customer may terminate this Agreement upon notice to Company and Company shall refund the amounts paid by Customer under the applicable Order Form for the period during which the Services were not usable by Customer.
- 9.1 THE SERVICES ARE PROVIDED FOR INFORMATIONAL OR EDUCATIONAL PURPOSES. EXCEPT AS PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS OTHERWISE PROVIDED HEREIN, COMPANY AND ITS THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICES AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, ITS EMPLOYEES, OR THIRD-PARTY PROVIDERS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.
- 9.2 COMPANY DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS ALL LIABILITY FOR, ANY ERRORS AND OTHER INACCURACIES IN THE INFORMATION, CONTENT, RECOMMENDATIONS, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES. CUSTOMER EXPRESSLY AGREES THAT ITS ACCESS AND USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK.
- 10. Limitation on Liability. COMPANY AND ITS VENDORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE ACCESS OR USE OF THE PLATFORM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF CUSTOMER CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. COMPANY’S, AND ITS THIRD-PARTY PROVIDERS’, TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PLATFORM PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO ANY LIABILITY. CUSTOMER AGREES THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, COMPANY’S, AND ITS VENDORS’, LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED EXCEPT IN THE CASE OF CLAIMS FOR WHICH THE APPLICABLE STATUTE OF LIMITATIONS MAY NOT BE SHORTENED BY CONTRACT, AS DETERMINED BY THE GOVERNING LAW PROVIDING FOR SUCH CLAIM.
- 11. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Texas, U.S.A. as such laws apply to contracts between Illinois residents performed entirely within Illinois without regard to the conflict of laws provisions thereof. Each party shall bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in Austin, Texas, and each party irrevocably submits to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts.
- 12. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Company by postal mail to the address for Company listed above or on the Website Contact Us page. Notices provided to Company will be deemed given when actually received by Company.
- 13. Transfer and Assignment. Customer may not assign, delegate or otherwise transfer this Agreement, its rights to use the Platform, or any of other rights or obligations under this Agreement without the prior written consent of Company. This Agreement is freely assignable by Company and will inure to the benefit of Company’s successors and assigns. Any transfer or assignment in violation of this Section 13 is null and void.
- 14. Compliance with Laws. Customer acknowledges that the Services are not specifically designed to facilitate compliance with any specific law, rule, or regulation. Customer’s use of the Services in compliance with any specific law, rule, or regulation applicable to Customer, is Customer’s sole responsibility. Company is not responsible for enabling Customer’s compliance with any such law, rule, or regulation or for Customer’s failure to comply. Customer represents and warrants to Company that Customer’s use of and access to the Services will comply with all applicable laws, rules, and regulations and will not cause Company itself to violate any applicable laws, rules, and regulations. Customer represents and warrants that Customer is not: (a) a citizen or resident of (or located in) any jurisdiction where use of the Services is prohibited by law; (b) a citizen or resident of (or located in) any country that is currently subject to sanctions or embargoes by the United States or any other country; (c) an individual who is, or who is employed by or associated with a Business Entity that is, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or is otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
- 15. International Use. Company controls and operates the Services from the state of Illinois. Company does not represent that the Services or any materials on the Services are appropriate or available for use in other locations outside of the United States. Persons who choose to access the Services from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Without limiting the generality of the foregoing, Customer agrees to comply with all applicable laws regarding the transmission or transfer of any data or technical information in connection with Customer’s access to or use of the Services.
- 16. Linked Sites. The Services may contain links to third-party sites, which contain content at such sites that are not under the control of Company. If Customer accesses a third-party site or content from the Services, then Customer does so at its own risk and Company is not responsible for any such site or content on any linked site. If the Services links to any third-party site or content, it is not an indication of an endorsement, authorization, or sponsorship to such third-party site or content.
- 17. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. All waivers by Company under the Agreement must be in writing or later acknowledged by Company in writing. The waiver by either party of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.
- 18. Additional Terms. Unless otherwise amended as provided herein, the Agreement (together with any Order Forms, if applicable) will exclusively govern Customer’s access to and use of the Services, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Customer’s access to and use of the Services. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Company may reference Customer as a user of the Services and use Customer’s name and logo, as applicable, in listings of users of the Services appearing on Company’s website and for other marketing and promotional purposes relating to the Services.