Terms of Service and Academic License Agreement

TERMS OF SERVICE (CLICKWRAP) AND ACADEMIC LICENSE AGREEMENT

This Terms of Service and Academic License Agreement (“Agreement”) is made between Arizona Board of Regents for and on behalf of Arizona State University with offices located at 660 S. Mill Ave. Suite 310, Tempe, AZ 85281 (“ASU”) and any person (collectively “you”, “your or “I”) who completes the process to access TSC’s CommodityMap™ 2023, (the “Tool”). If you are accessing the Tool on behalf of an organization or entity (“Organization”), then you are agreeing to these terms and conditions on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to this Agreement. In that case, “you”, “your” or “I” refers to you and that Organization.

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR DOWNLOADING ANY OF THE CONTENTS OR OUTPUTS OF THE TOOL, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE ‘CANCEL’ BUTTON MUST BE SELECTED, AND YOU MAY NOT ACCESS, USE OR DOWNLOAD ANY OF THE CONTENTS OR OUTPUTS OF THE TOOL.

1. The Tool and Accessibility

a. Description. The Tool is proprietary to ASU and is protected by intellectual property laws and international intellectual property treaties. Your access to the Tool is licensed and not sold. ASU agrees to provide you with non-exclusive access to or use of the Tool, subject to the terms and limitations set forth in this Agreement.

b. Accessibility. You agree that from time to time the Tool may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which ASU may undertake from time to time; or (iii) causes beyond the control of ASU or which are not reasonably foreseeable by ASU.

2. Representations and Warranties

You represent and warrant to ASU that: (a) you are over the age of eighteen (18) and have the power and authority to enter into and perform your obligations under this Agreement; (b) you shall comply with all terms and conditions of this Agreement, including, without limitation, the Acceptable Use Policy set forth at Section 4; and (c) you have provided accurate and complete registration information, including, without limitation, your legal name, affiliation, and email address.

3. No Commercial Use of the Tool

You are not permitted under this Agreement to use the Tool commercially. Prohibited use includes (1) integration of all or part of the Tool into a product for sale or license by or on behalf of You to third parties or (2) use of the Tool or any derivative of it for research with the final aim of developing similar products as the Tool for sale or license to a third party. For clarity, use of the Tool to make business and/or cost-saving decisions is permitted. If you are interested in using the Tool commercially, please contact ASU to negotiate a license. Contact details are: cm_help@sustainabilityconsortium.org. If you are in any doubt if your use constitutes commercial use, contact cm_help@sustainabilityconsortium.org.

4. Acceptable Use Policy

You are solely responsible for any and all acts and omissions that occur related to your use of the Tool, and you agree not to engage in unacceptable use of the Tool, which includes, without limitation, use of the Tool, or inclusion of the Tool in communications, when: (a) disseminating or transmitting unsolicited messages, chain letters or unsolicited commercial email; (b) disseminating or transmitting material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminating or transmitting files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication; (e) exporting, re-exporting or permitting downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfering, disrupting or attempting to gain unauthorized access to other accounts on the Tool or any other computer network; (g) disseminating or transmitting viruses, trojan horses or any other malicious code or program; (h) disseminating or transmitting claims about a product, company, or supply chain using the Tool results as the Tool is not a full traceability tool (and any product claims should be verified and follow federal laws and regulations including those of the Security and Exchange Commission and Federal Trade Commission); or (i) engaging in any other activity deemed by ASU to be in conflict with the spirit or intent of this Agreement.

To the extent you elect to provide data to the Tool, you represent and warrant you are authorized to provide the data and consent for ASU to utilize data and analyses for the following purposes: (a) for ASU’s own internal use in evaluating and improving the content, (b) for further research, educational, and scholarly purposes in advancing the mission with regard to consumer product sustainability, (c) for its use in combining such product information with other information, data or content obtained, discovered or developed by ASU, regardless of the source, to create aggregated or de-identified content concerning issues of consumer product sustainability (“ASU Aggregated Content”); and (d) for its use in contacting User at the contact information User provides, concerning the “User Platform Data” or to request any additional consents from User that ASU may require. User further grants ASU a non-exclusive, perpetual, fully paid up, irrevocable, worldwide, royalty-free license to (i) use, reproduce, display, distribute, disclose, and create derivative works of ASU Aggregated Content, and (ii) to commercially use, reproduce, display, distribute, perform, disclose, create derivative works of, make, have made, sell, offer to sell, or otherwise dispose of the ASU Aggregated Content in any manner and via any media ASU chooses (including the right to sublicense any of the foregoing). Except as expressly authorized by the User, ASU will not disclose your identity or any User Platform Data that would identify you.

6. Limitations

It is the policy of ASU to respect your privacy. Where not in conflict with this Agreement, ASU’s Privacy Statement and any applicable supplements, (“Privacy Statement”), which can be found here: (https://www.asu.edu/about/privacy) shall govern. In the event of a conflict between the Privacy Statement and this Agreement, this Agreement will control. Except as provided in this Agreement, ASU will not monitor, edit, or disclose any personal information about you , without your prior consent unless ASU has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of ASU; (iii) enforce this Agreement; or (iv) protect the interests of users of the Tool other than you. Your IP address is transmitted and recorded each time you access the Tool.

7. Termination

This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. You may terminate this Agreement at any time and for any reason. ASU reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Tool; (b) suspend your access to or use of all or any portion of the Tool; and (c) terminate this Agreement. Upon termination, all Tool shall be destroyed, deleted, and returned to ASU.

8. Disclaimer of Warranties

THE TOOL IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE USE OF THE TOOL IS AT YOUR SOLE RISK. ASU DOES NOT WARRANT THAT THE TOOL WILL BE ERROR FREE, NOR DOES ASU MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE TOOL. ASU MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE TOOL.

9. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL ASU BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE TOOL AND TERMINATE THIS AGREEMENT.

10. Indemnification

You agree to indemnify, hold harmless and defend ASU and the officials, employees and agents of ASU from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorneys’ fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) your use of the Tool, including any data or work transmitted or received by you; and (c) any libelous, slanderous, indecent or other statement concerning any person made or republished by you.

11. Miscellaneous

a. Law. This Agreement shall be governed by the laws of the United States.

b. Amendment. ASU shall have the right, at any time and without notice, to add to or modify the terms of this Agreement, simply by posting such amended terms herein. Your access, link to or use of the Tool after the date such amended terms are posted with the Tool shall be deemed to constitute acceptance of such amended terms.

c. Waiver and Severability. No failure, delay in exercising or enforcing any right or remedy hereunder by ASU shall constitute a waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

d. Survival. The respective rights and obligations of the parties under Sections 2, 3, 4, 5, 7, 8, 9, and 10 shall survive any termination or expiration of this Agreement.