End-user License Agreement

Emerald Solutions End User License & Agreement Effective Date: 1 January 2025

 

This End User License & User Agreement (“Agreement”) is a legal contract between you (“User,” “you,”or “your”) and Emerald Solutions LLC (“Emerald Solutions,” “we,” “us,” or “our”), governing your accessto and use of the Emerald Solutions platform and related services (the “Platform”).By registering for, accessing, or using the Platform, you agree to be bound by this Agreement. If you donot agree, you may not use the Platform.1. License Grant & Accessa. License: Emerald Solutions grants you a limited, non-exclusive, non-transferable,revocable license to access and use the Platform for your internal business purposes,subject to the terms of this Agreement and any applicable order form.b. User Accounts: Each user must have a unique account. You are responsible formaintaining the confidentiality of your login credentials and for all activities under youraccount.c. Device Access: You may access the Platform from multiple devices, provided all use is bylicensed users and in accordance with this Agreement.2. Permitted & Prohibited Usesa. Permitted Use: You may use the Platform solely for lawful business purposes, includingemissions calculation, climate risk modeling, and sustainability reporting for yourorganization.b. Prohibited Uses: You may not:i. Copy, modify, or create derivative works of the Platform.ii. Reverse engineer, decompile, or disassemble the Platform.iii. Sell, sublicense, lease, or transfer the Platform to any third party.iv. Circumvent security or access controls.v. Use the Platform to harass, harm, or violate the rights of others.vi. Use the Platform for competitive analysis or to build a competingproduct.3. Intellectual Propertya. Ownership: All rights, title, and interest in and to the Platform, including all intellectualproperty rights, remain with Emerald Solutions and its licensors. No rights are grantedexcept as expressly set forth herein.b. Feedback: You grant Emerald Solutions a worldwide, royalty-free license to usefeedback or suggestions you provide for improving our products and services.4. Data & Privacya. Data Collection: We collect and process data as described in our Privacy Policy. This mayinclude personal information, business data, and usage analytics.b. Your Data: You retain ownership of your data submitted to the Platform. You grantEmerald Solutions the right to use, process, and analyze your data solely to provide andimprove the Platform, and as required by law.c. Aggregate Data: We may use de-identified, aggregated data for benchmarking,analytics, and product improvement, provided it does not identify you or yourorganization.d. Third-Party Services: The Platform may integrate with third-party services. Use of suchservices is subject to their terms, and Emerald Solutions is not responsible for third-party content or services.5. Licensing & Subscriptiona. User Subscription License: Each user accessing the Platform requires a validsubscription. You are responsible for ensuring all users are properly licensed.b. Tenant License: Organizations may require a tenant-level license to deploy and managemultiple environments (e.g., production, sandbox).c. Reassignment: Licenses may be reassigned in accordance with our policies (e.g., uponemployee departure), but not more frequently than every 90 days unless otherwisepermitted.6. Service Availability & Updatesa. Availability: We strive for 99% uptime, excluding planned maintenance and eventsbeyond our control (force majeure).b. Updates: Emerald Solutions may update or modify the Platform at any time. Significantchanges will be communicated, and continued use constitutes acceptance.c. Support: Technical support is provided as described in your order form or supportpolicy.7. Payment & Feesa. Fees: You agree to pay all applicable fees as specified in your order form or subscriptionagreement.b. Non-Refundable: Payments are non-cancellable and non-refundable except as requiredby law or as expressly stated in your agreement.c. Late Payment: Late payments may incur interest and/or suspension of service.8. Confidentialitya. Obligations: Both parties agree to keep confidential information received from theother party confidential, using it only as necessary to fulfill this Agreement.b. Exceptions: Confidentiality does not apply to information that is public, independentlydeveloped, or lawfully obtained from third parties.9. Security & Compliancea. Data Security: We implement industry-standard security measures to protect your data.b. Compliance: You agree to comply with all applicable laws, including data protection,export controls, and sanctions.10. Warranties & Disclaimersa. No Warranty: The Platform is provided “as is” and “as available.” Emerald Solutionsdisclaims all warranties, express or implied, including merchantability, fitness for aparticular purpose, and non-infringement.b. No Professional Advice: The Platform provides information for decision support onlyand does not constitute legal, financial, or professional advice.11. Limitation of Liabilitya. Indirect Damages: Emerald Solutions is not liable for any indirect, incidental, special, orconsequential damages arising from your use of the Platform.b. Cap on Liability: Our total liability to you will not exceed the fees paid by you for thePlatform in the twelve months preceding the claim.12. Indemnificationa. By User: You agree to indemnify and hold harmless Emerald Solutions from any claims,damages, or expenses arising from your breach of this Agreement or misuse of thePlatform.b. By Emerald Solutions: We will indemnify you against third-party claims that thePlatform infringes their intellectual property rights, subject to limitations and yourcooperation.13. Term & Terminationa. Term: This Agreement remains in effect until terminated by either party as describedherein.b. Termination for Cause: Either party may terminate for material breach, subject to 30days’ written notice and opportunity to cure.c. Effect of Termination: Upon termination, your license to use the Platform ends, and youmust cease all use. You may export your data within 30 days of termination.14. Modifications to Agreementa. Updates: We may update this Agreement from time to time. Material changes will benotified to users, and continued use after notice constitutes acceptance.15. General Provisionsa. Assignment: You may not assign this Agreement without our written consent. We mayassign to an affiliate or successor.b. Governing Law: This Agreement is governed by the laws of the State of Washington,USA. Disputes will be resolved in the courts of King County, Washington.c. Entire Agreement: This Agreement, together with your order form and our PrivacyPolicy, constitutes the entire agreement between you and Emerald Solutions regardingthe Platform.d. Severability: If any provision is found invalid, the remainder will remain in effect.