1.    Definitions.

1.1.  Customer” means the person and/or organization purchasing or using a CleanMetrics software or data product subscription.

1.2.  "Program" means the web-based software product that Customer is accessing or using by logging on to this website. The Program may be one of the following three products: CarbonScope, FoodCarbonScope, CarbonScopeData.

1.3.  “Database” means the life-cycle inventory database, including all of its contents, integrated with and accessible through the Program.

1.4.  “API” means the application programming interface provided by CleanMetrics as part of the Program (if the Program is CarbonScopeData) and used by Customer to access the Database.

2.    License.

2.1.  Grant.  CleanMetrics grants to Customer a non-exclusive, non-transferable, time-limited license to use the Program and the Database.

2.2.  Acceptable Usage.

2.2.1.    If the Program is CarbonScope or FoodCarbonScope: Customer is free to publish or otherwise disclose the results produced by the Program. Any publication or disclosure of the raw Database contents or use of the Database contents outside of the licensed Program, such as through a different software program or website, is expressly prohibited.

2.2.2.    If the Program is CarbonScopeData: Customer is expected to access the Database through the API in real time as needed for business purposes. Any storage or caching of the Database contents by Customer and subsequent reuse of those stored contents without API accesses is expressly prohibited.

2.3.  Payment and Delivery.  CleanMetrics shall make the Program and Database available to Customer upon acceptance of this Agreement, and payment of license fees for the initial subscription period and access credits as set forth in the prices published at Thereafter, the Program and Database shall continue to be available to Customer provided that Customer has paid in advance for renewal of the subscription and has purchased sufficient access credits based on the published prices at that time.

3.    Support and Technical Services.  Upon e-mail notification from a Customer contact of a technical problem related to the Program or Database (which can be reproduced at CleanMetrics’ support facility), CleanMetrics shall use reasonable technical efforts to correct or circumvent the problem in a timely manner.

4.    Confidentiality.  "Confidential Information," which includes the internal operation of the Program, the contents of the Database, all Customer data entered into the Program and any information identified by the disclosing party as proprietary or confidential, shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party.  Items will not be deemed Confidential Information if (i) available to the public other than by a breach of an agreement with CleanMetrics; (ii) rightfully received from a third party not in breach of any obligation of confidentiality; (iii) independently developed by one party without access to the Confidential Information of the other; (iv) known to the recipient at the time of disclosure; or (v) produced in compliance with applicable law or a court order, provided the other party is given reasonable notice of such law or order.

5.    Warranty; Limitations on Liability.

5.1.  Limited Warranty.  CleanMetrics warrants that the Program and Database when properly used will operate in all material respects in conformity with the Documentation and specification for the Program.  Customer's sole remedy in the event of nonconformity of the Program, at CleanMetrics' option, will be replacement of the defective Program or a refund of the license fees paid for the Program.

5.2.  Disclaimer of Other Warranties.  No other warranty, express or implied, is made regarding the Program or Database to be supplied hereunder, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.

5.3.  Limitation of Liability.  The total liability, if any, of CleanMetrics, including but not limited to liability arising out of contract, tort, breach of warranty, claims by third parties or otherwise, shall not in any event exceed the license fees paid by Customer for the Program. CleanMetrics shall not be liable for loss of profits, loss or inaccuracy of data, or indirect, special, incidental or consequential damages, even if it has been advised of the possibility of such damages.

6.    Termination.  Either party may terminate this Agreement upon any material breach of this Agreement by the other party, which, if remediable, has not been corrected within thirty (30) calendar days after written notice.  On termination, all licenses granted hereunder shall terminate. Termination shall not relieve Customer from paying all fees accrued prior to termination and shall not limit either party from pursuing any other available remedies.  Sections 4, 5.2, 5.3, and 7 shall survive termination of this Agreement.

7.    General.

7.1.  No Assignment.  Neither this Agreement nor any license hereunder may be assigned (whether by operation of law or otherwise) by Customer without CleanMetrics’ prior written consent, not to be unreasonably withheld.

7.2.  Entire Agreement; Modifications.  This Agreement is the entire agreement of the parties and supersedes all previous and contemporaneous communications, representations, and agreements regarding the subject matter hereof.  This Agreement may be modified only in a writing signed by both parties. 

7.3.  Force Majeure.  No delay or default in the performance of any obligation by either party, excepting all obligations to make payments, shall constitute a breach of this Agreement to the extent caused by force majeure.

7.4.  Notices.  All legal notices relating to this Agreement shall be in writing and delivered by electronic mail.

7.5.  Attorneys' Fees.  The prevailing party in any action or proceeding to enforce or interpret any part of this Agreement shall be entitled to recover its reasonable attorneys' fees (including fees on any appeal).

7.6.  Governing Law.  This agreement shall be governed by and construed under the laws of the State of Oregon, excluding its conflicts of laws principles. If any provision of this Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision which approximates the intent and economic effect of the affected provision.  The failure or delay by either party to enforce any term of this Agreement shall not be deemed a waiver of such term.