License agreement

Platform and API License Agreement
This API and Dataset License Agreement (the “Agreement”) is made and entered into as of today (the “Effective Date”) by and between DitchCarbon Ltd, a company organized under the laws of the United Kingdom, Company No. 13487671 (“Supplier”), and you/your organization (“Customer”).

WHEREAS, Supplier has developed and owns an Application Programming Interface (“API”), web application (“Web App”), and datasets for the purpose of providing data to its customers; and
WHEREAS, Customer desires to license access to Supplier’s API, Web App, and datasets for use in its business operations, including any resale rights specifically detailed in the relevant order form.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Data Protection and Privacy

Confidentiality of Customer Data: Supplier agrees that any data provided by Customer for use with the API and Web App (“Customer Data”) shall be treated as confidential. Supplier will not disclose, share, or sell Customer Data to any third parties without Customer’s express written permission, except as required by law or in response to a lawful request by public authorities.

Data Usage: Supplier will only use Customer Data for purposes related to providing, maintaining, and improving the API, Web App, and datasets.

Data Security: Supplier will implement commercially reasonable technical and organizational measures to protect Customer Data against unauthorized access, loss, misuse, or alteration. Supplier will notify Customer without undue delay if any unauthorized access or security breach involving Customer Data is detected.

Compliance with Data Protection Laws: Supplier agrees to comply with all applicable data protection and privacy laws, including but not limited to the United Kingdom General Data Protection Regulation (UK GDPR) and other relevant legislation, in its handling of Customer Data.

2. Access and Usage Rights

Access Methods: Customer may access the Supplier’s datasets and tools either through the API or the Web App, as specified in the applicable order form. Use of the API and Web App is governed by the same terms, and the Customer is responsible for ensuring compliance by its authorized users with all usage restrictions and obligations outlined in this Agreement.

Permitted Users and Authentication: Access to the API and Web App is limited to authorized users specified in the order form. Each user must authenticate through credentials supplied by Supplier, and Customer is responsible for managing user permissions and ensuring secure credential use.

Account Security: Customer is responsible for maintaining the confidentiality and security of access credentials for both the API and Web App. Customer agrees to notify Supplier immediately in the event of any unauthorized access or suspected compromise of credentials. Supplier is not liable for any losses or damages resulting from unauthorized access to Customer’s account due to failure to secure credentials.

3. License Grant

Subject to the terms and conditions of this Agreement and as specified in the applicable order form, Supplier grants to Customer a non-exclusive, non-transferable, revocable license to access and use the API, Web App, and datasets. Any resale rights or third-party access rights granted to Customer will be as detailed in the applicable order form.

4. License Restrictions

Unless expressly agreed in the applicable order form, Customer shall not:
(a) sublicense, sell, rent, lease, transfer, assign, or otherwise distribute the API, Web App, and datasets to any third party;
(b) use the API, Web App, or datasets to create any product, service, or software that competes with Supplier’s products or services;
(c) modify, adapt, alter, translate, or create derivative works of the API, Web App, or datasets;
(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the API or Web App;
(e) remove or modify any copyright, trademark, or other proprietary notices contained in the API, Web App, or datasets;
(f) use the API, Web App, or datasets in any way that is illegal, fraudulent, or harmful to others; or
(g) permit or enable access to the API or Web App by more than the number of end users specified in the applicable order form.

5. Data and Usage Monitoring

Data Transfer Limits and Monitoring: Supplier may implement data transfer limits or usage caps based on the plan outlined in the order form. Supplier reserves the right to monitor API and Web App usage to prevent abuse, unauthorized access, or activities that may threaten the security or stability of the platform.

Suspension of Access: In cases of suspected misuse, breach of security, or non-compliance with Agreement terms, Supplier reserves the right to suspend or terminate Customer’s access to the API and Web App, subject to prior notice unless emergency action is required.

6. Payment and Late Fees

Customer shall pay Supplier the fees specified in the applicable order form for the license to access and use the API, Web App, and datasets. All payments are non-refundable and due within 15 days of the invoice date. Payments not received by the due date will incur interest at the rate of 1.5% per month (or the highest rate allowed by law, whichever is less) from the due date until payment is received in full.

7. Intellectual Property

Supplier retains all right, title, and interest in and to the API, Web App, and datasets, including all intellectual property rights. Customer acknowledges that Supplier’s API, Web App, and datasets are protected by copyright laws and other intellectual property laws.

8. API Response Usage and Retention

Usage Limitation: Customer acknowledges and agrees that any data or responses retrieved from the API (“API Responses”) may only be used for immediate, one-time processing. Storing, caching, or saving API Responses for future calculations or reuse is expressly prohibited.
Ownership of Calculation Results and Factors: While Customer retains ownership of results derived from calculations using API Responses, Supplier retains all rights to the underlying factors, data, and components of the API Responses.

9. Confidentiality

Customer shall maintain the confidentiality of all non-public information received from Supplier and shall use such information solely for purposes authorized under this Agreement.

10. Term and Termination

This Agreement commences on the Effective Date and continues for an initial term of 12 months. After the initial term, the Agreement will automatically renew for successive 12-month terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.

Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party breaches any material term of this Agreement.
Data Removal: Upon termination, Customer shall immediately cease use of the API, Web App, and datasets. Customer shall remove and delete all data points obtained through the API and datasets within 30 days of termination.

11. Promotion

Both parties agree to promote their partnership to third parties for marketing and publicity purposes, as agreed upon in writing. Each party may use the other party’s name and logo for such promotion, provided the other party approves all materials before publication.

12. Disclaimer of Warranties

Supplier makes no representations or warranties, express or implied, regarding the API, Web App, and datasets, including but not limited to any warranties of merchantability, fitness for a particular purpose, or non-infringement. Supplier shall not be liable for any damages arising out of or in connection with the use of the API, Web App, and datasets.

13. Limitation of Liability

In no event shall either party be liable to the other for any indirect, special, incidental, consequential, or punitive damages, including but not limited to lost profits or business interruption, even if advised of the possibility of such damages.

14. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to conflict-of-law principles. The parties agree that any legal action arising out of this Agreement shall be brought in the courts of the United Kingdom.

15. Entire Agreement

This Agreement, including any applicable order forms, constitutes the entire agreement between the parties and supersedes all prior agreements, written or oral, regarding the subject matter hereof.

16. Amendments

This Agreement may not be amended except in writing, signed by both parties.

17. Assignment

Customer may not assign this Agreement or any of its rights without Supplier’s prior written consent. Supplier may assign this Agreement with notice to Customer.

18. Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

By using the Supplier’s services, Customer acknowledges acceptance of these terms and conditions.