By submitting payment through the checkout page on this website (the “Checkout Page”) or by otherwise uploading or sharing Licensee Data (defined below), you acknowledge that you have read these Emissions Report Terms and Conditions (this “Agreement”), you agree to be bound by the terms hereof, and you represent and warrant that you have the authority to bind Licensee (defined below) to the terms of this Agreement.  If you do not agree with the terms of this Agreement or are intending to bind Licensee but are not authorized, you must not remit payment for or submit data to the Report.

Optera, Inc. (“Licensor”) has compiled certain Reports based on data submissions from the Licensee(the “Data”), and Licensor desires to license a report based on the Data (the “Report”) to the entity on whose behalf you are paying for the Report (“Licensee”), and Licensee desires to license the Report from Licensor, subject to the terms and conditions of this Agreement. Licensee hereby agrees as follows:

1.1 License Grants. Subject to and conditioned on Licensee’s compliance with all terms and conditions of this Agreement, Licensor hereby grants Licensee a perpetual, non-exclusive, non-sublicensable, and non-transferable license to access and use the Report solely for the lawful, internal, non-commercial purposes of Licensee, subject to Section 1.2 below. Licensee hereby grants to Licensor a non-exclusive, non-sublicensable, worldwide, perpetual license to access, use, display, distribute, create derivative works of, and otherwise exploit all emissions data shared by Licensee with Licensor (“Licensee Data”).

1.2 Use Restrictions. Licensee shall only use the Report for the uses permitted by this Section 1. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by Licensor. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Report or Data, in whole or in part (except for lawful, internal, non-commercial purposes as permitted by Section 1.1); (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Report or Data; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the Data or methods used to compile the Report, in whole or in part; (iv) remove any proprietary notices included within the Report; (v) use the Report or Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy right, or other right of any person, or that violates any applicable law; or (vi) upload, transmit, provide, or otherwise make available the Report or any Data to any artificial intelligence or machine learning system that (a) is publicly accessible, (b) allows use or access by parties other than Licensee and its Authorized Users, or (c) uses such data to train, fine-tune, or otherwise improve the underlying models for the benefit of parties other than Licensee. For clarity, subsection (vi) does not restrict use with enterprise-grade AI systems operated in a secure environment with access limited to Licensee’s organization and used solely for Licensee’s internal business purposes.

3. Non-Disclosure. Licensee shall not disclose the Data to any person or entity, except to its employees and authorized users who have a need to know the Data in order to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, Licensee may disclose Data to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that Licensee shall first have given written notice to Licensor and made a reasonable effort to obtain a protective order.

4. Intellectual Property Ownership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Report and Data. As between Licensee and Licensor, Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Licensee Data. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Report or any Data.

5. Disclaimer of Warranties. THE REPORT AND ALL DATA ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR 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. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE DATA, OR ANY PRODUCTS OR RESULTS OF ITS USE, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULT.

6. Limitations of Liability. EXCEPT FOR (I) A PARTY’S BREACH OF SECTION 1, (III) A PARTY’S VIOLATION OF APPLICABLE LAW, OR (II) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN CONNECTION WITH THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, (B) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, (C) LOSS OF GOODWILL OR REPUTATION, (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY, OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

7. Miscellaneous.

7.1 Entire Agreement. This Agreement, together with the Checkout Page, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

7.2 Amendment and Modification; Waiver and Severability. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

7.3 Governing Law; Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Colorado. Any controversy or claim arising out of, or relating to, this Agreement, or the breach thereof, will be settled exclusively in the federal courts of the United States or the courts of the State of Colorado, in each case located in Denver, Colorado and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

7.4 Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

7.5 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Sections 1 or 3 would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

7.6 No Partnership. The Parties hereto are acting as independent contractors, and this Agreement shall not create a partnership, joint venture, agency or employment relationship between the Parties.

7.7 Third-Party Beneficiaries. All the provisions of this Agreement are intended to bind and to benefit only the parties hereto and their permitted successors and assigns. Except as provided in the immediately preceding sentence, it is not intended that any such provisions benefit and it shall not be construed that these provisions benefit or are enforceable by, any creditors, contractors, brokers or other third parties.