Terms of Service

PLEASE READ THESE TERMS OF SERVICE (THIS “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY GRAVITY CLIMATE CO. (“GRAVITY”). BY EXECUTING ONE OR MORE STATEMENTS OF WORK WITH GRAVITY, OR OTHERWISE USING THE GRAVITY SERVICE, YOU (“CUSTOMER”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED UNDER THIS AGREEMENT.

1. Definitions

1.1 “Confidential Information”

Means any and all technical and non-technical information disclosed by one party to the other in connection with this Agreement, whether in electronic, written, graphic, oral, machine-readable, or other tangible or intangible form, that is marked or identified at the time of disclosure as “Confidential” or “Proprietary” or in some other manner so as to clearly indicate its confidential nature, or which, by its nature, the receiving party would reasonably deem to be confidential or proprietary.

Without limiting the foregoing:

• Customer Data shall be deemed the Confidential Information of Customer.
• Gravity Service and any related documentation or materials, including any feedback provided by Customer, shall be deemed the Confidential Information of Gravity.

1.2 “Gravity Service”

Refers to the Gravity-proprietary carbon accounting platform and service as described in the applicable SOW, which may include a discovery process to determine Customer’s Scope 1 and Scope 2 emissions and the sources of emissions, and providing reports via the Gravity Service platform to Customer. The results of such discovery process will be deemed to be Customer Data.

2. The Gravity Service

2.1 Statements of Work

This Agreement will be implemented through one or more written statements of work or order forms incorporating the terms of this Agreement and executed by the parties from time to time (each, an “SOW”). Any modification of these terms and conditions within an SOW will apply only to that specific SOW in which the modification is set forth.

2.2 Technical Support

Gravity will provide email and telephonic support during normal business hours in New York to answer questions regarding the installation and use of the Gravity Service. Gravity will have no other support obligations absent a specific written agreement of the parties in the applicable SOW.

3. License Grants

3.1 Data

As between the parties, Customer shall remain the owner of all data it uploads to the Gravity Service or any data that the Gravity Service accesses from Customer’s systems, including information regarding Customer’s carbon emissions (collectively, “Customer Data”) in the operation and performance of the Gravity Service.

• No title to, or ownership of, Customer Data is transferred to Gravity pursuant to this Agreement.
• Subject to the terms and conditions of this Agreement, Customer grants Gravity the right to access and use the Customer Data:
  1. To provide the Gravity Service to Customer and for internal purposes to improve the Gravity Service.
  2. To anonymize and de-identify the Customer Data for use by Gravity on an anonymized and aggregated basis for any purpose so long as Customer is not identified as the source of such data.

Any such anonymized and de-identified data shall be deemed owned by Gravity and shall not constitute the Confidential Information of Customer.

Customer represents and warrants that Customer owns or otherwise has the right to use such Customer Data in connection with the Gravity Service and that the use of the Customer Data by Gravity in providing the Gravity Services will not infringe or violate the rights of any third party.

3.2 License

Subject to the terms and conditions of this Agreement and the applicable SOW, Gravity grants Customer a non-exclusive, non-transferable, royalty-free right, without the right of sublicense, to access and use the Gravity Service during the term set forth in the applicable SOW.

3.3 Restrictions

Customer agrees not to:

• Make or have made any copies of the documentation or screenshots of the Gravity Service, except as necessary to use the Gravity Service as permitted by this Agreement.
• Modify, adapt, alter, translate, or create derivative works of the Gravity Service.
• Sublicense, lease, rent, loan, or otherwise transfer the Gravity Service to any third party or export the Gravity Service in violation of United States federal law or regulations.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code for the Gravity Service.
• Disclose benchmarks or comparisons of the Gravity Service.

3.4 Ownership

Customer acknowledges that this Agreement does not convey any ownership, intellectual property rights, or other proprietary interest in the Gravity Service or any Confidential Information. Customer agrees not to delete or alter any copyright, trademark, or other proprietary rights notices or markings on the Gravity Service.

• If Customer makes any suggestions or feedback regarding the Gravity Service (“Feedback”), Gravity is free to use such Feedback. Customer hereby assigns to Gravity the Feedback and all intellectual property rights therein.

4. Non-Disclosure

All Confidential Information disclosed shall be held in confidence and used only for the purposes of this Agreement. Neither party may disclose the Confidential Information of the other without consent, except as required by law.

The obligations of confidentiality do not apply to information that:

• Is already public or becomes public without a breach.
• Was in the receiving party’s possession prior to disclosure.
• Is received from a third party on a non-confidential basis.

Upon termination or request, Confidential Information must be returned or destroyed.

5. Payment

5.1 Fees

Customer agrees to pay the fees as specified in the applicable SOW. All payments shall be made within 30 days of the invoice in U.S. dollars at Gravity’s address or specified account.

5.2 Taxes

All payments required by this Agreement are exclusive of taxes. Customer is responsible for all applicable taxes, except for taxes based on Gravity’s net income.

6. Publicity

Customer grants Gravity permission to use the Customer’s name and logo on Gravity’s website, press releases, and marketing materials. However, further use of Customer’s trademarks or logos requires prior consent.

7. Term and Termination

7.1 Term

This Agreement commences on the effective date in the applicable SOW and continues until expiration or termination of all SOWs.

7.2 Termination

This Agreement may be terminated by either party for:

• Material breach if not cured within 30 days (10 days for non-payment).
• Insolvency or bankruptcy of the other party.

7.3 Effect of Termination

Within 10 days of termination, Customer will certify that all Gravity Service materials have been returned or destroyed. Certain sections of the Agreement will survive termination.

8. Disclaimer of Warranty

Customer acknowledges that the Gravity Service is provided "as is," without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Limitation of Liability

Gravity is not liable for lost profits, lost data, or any indirect or incidental damages. Gravity’s total liability will not exceed $1000.

10. Notices

Notices must be delivered in writing via courier or certified mail. They are effective upon receipt or three business days after mailing.

11. General

The Agreement is governed by the laws of New York. The headings in this Agreement are for convenience only. Each party is an independent contractor, and nothing in this Agreement creates a joint venture or partnership.

This Agreement contains the final and complete agreement between the parties and may only be modified by a written instrument signed by both parties.