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 and having the company number 13487671(“Supplier”), and you/your organisation(“Customer”).

WHEREAS, Supplier has developed and owns an Application Programming Interface (“API”) and datasets for the purpose of providing data to its customers; and

WHEREAS, Customer desires to license access to Supplier’s API and datasets for use in its business operations in the United Kingdom, including resale of the data to third parties;

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

License Grant

Subject to the terms and conditions of this Agreement, Supplier hereby grants to Customer a non-exclusive, non-transferable, revocable license to access and use the API and datasets, and to resell the data obtained through the API and datasets, solely for internal business purposes in the United Kingdom.

License Restrictions:

Customer shall not:
(a) sublicense, sell, rent, lease, transfer, assign, or otherwise distribute the API and datasets to any third party except as permitted herein;(b) use the API and 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 and datasets;(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the API and datasets; (e) remove or modify any copyright, trademark or other proprietary notices contained in the API and datasets; (f) use the API and datasets in any way that is illegal, fraudulent, or harmful to others; or (g) permit or enable more than one end user to access the API under a single license

Payment

Customer shall pay Supplier the fees specified in the applicable order form for the license to access and use the API and datasets. All payments are non-refundable and due within 15 days The initial term of this Agreement shall be 12 months.

Intellectual Property

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

API Response Usage and Retention Clause

Usage Limitation: The Client acknowledges and agrees that any data or responses retrieved from the provided API (hereinafter referred to as “API Responses”) shall only be used for single-time immediate processing. Storing, caching, or saving of API Responses for subsequent calculations or reuse is expressly prohibited.

Ownership of Calculation Results and Factors: While results derived from calculations or processing using the API Responses shall remain the exclusive property of the Client, it is expressly acknowledged and agreed that the underlying factors, data, or any components of the API Responses remain the exclusive property of the Supplier. The Supplier retains all rights and interests in such factors, and the Client makes no claim to any intellectual property or proprietary rights over them.

Confidentiality

Customer shall maintain the confidentiality of all non-public information received from Supplier and shall use such information solely for the purpose of accessing and using the API and datasets.

Term and Termination

Unless stated elsewhere this Agreement shall commence on the Effective Date and continue for a period of 12 months. After the initial term, the Agreement shall 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 then-current term. Either party may terminate this Agreement for cause upon written notice if the other party breaches any material term or condition of this Agreement. Upon termination, Customer shall immediately cease all use of the API and datasets and shall remove all data points licensed from Supplier.

Promotion

Both parties agree to the promotion of their partnership to third parties for the purposes of marketing and publicity. Each party may use the name and logo of the other party on their website and marketing materials. Both parties shall work collaboratively to coordinate the announcement of the partnership.

Disclaimer of Warranties

Supplier makes no representations or warranties, express or implied, regarding the API 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 and datasets.

Limitation of Liability

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

Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to its principles of conflicts of law. The parties agree that any legal action arising out of or in connection with this Agreement shall be brought in the courts of the United Kingdom, and each party irrevocably submits to the jurisdiction of such courts.

Entire Agreement

This Agreement constitutes the entire understanding of the parties and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral, relating to the subject matter hereof.

Amendments

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

Assignment

Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Supplier. Any attempted assignment without such consent shall be null and void. The supplier may assign this agreement only when prior notice is given.

Waiver

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision.

By using our service you accept these terms and conditions