Agreement for use of the ‘Verified Carbon Neutral Project Sponsor Label
This Agreement contains the terms and conditions by which the Climate Change Institute, a registered Australian company name, ABN: 17131065051, of 33 Bethlehem St, Cringila NSW Australia 2502; email: firstname.lastname@example.org:
- is willing to grant you a license to use Climate Change Institute’s ‘Verified Carbon Neutral Project Sponsor’ Label and / or the ‘Go Carbon Neutral’ Label and name as specified by Climate Change Institute from time to time, a current version of which is set forth on the website and made part of this Agreement.
- In consideration for purchasing carbon offset certificates from the Institute, or paying license fees or other conditions that we may set forth, you are granted you a non-exclusive, royalty free, license to use the Carbon Neutral label and name in your company’s advertising, literature, and anywhere you may see fit solely in connection with the marketing your goods and services as legitimately sponsoring carbon neutral projects by acquiring carbon credit certificates.
- The license granted by this Agreement shall commence on the date the purchase was made clicked/submitted (the “Effective Date”), and continue until terminated as provided below.
- You agree to comply with the following, which are conditions of the license granted by this Agreement:
- You may only use the carbon neutral label and name of the Climate Change Institute name in strict conformity with the standards and conditions as provided by Climate Change Institute or as set forth on their web site or at such other Internet location on the World Wide Web as we may notify you. You acknowledge and agree that it is your responsibility to remain informed about, and to immediately comply with, any changes we may make in the Climate Change Institute GHG Accounting Standards and practices that may affect your use of the Carbon neutral label and names.
- You may not assign the license granted by this Agreement. Nothing in this Agreement grants you, or authorizes you to grant to any other person, firm or corporation, any right to use the Carbon neutral label and names in any way or by any means or manner.
- Trademarks and Copyrights:
A. As between CLIMATE CHANGE INSTITUTE and You, You acknowledge CLIMATE CHANGE INSTITUTE’s exclusive right, title, and interest in and to the trademark rights in The Carbon neutral label and names. You agree that You shall not acquire any right of any kind in The Carbon neutral label and names as a result of your use of it, and You agree that all such uses shall inure to the benefit of CLIMATE CHANGE INSTITUTE.
B. You agree that you shall not: (i) use The Carbon neutral label and names in any manner likely to diminish its integrity and value; (ii) knowingly use any name, carbon neutral label and name or icon likely to cause confusion with The Carbon neutral label and names (iii) make any representation to the effect that The Carbon neutral label and names is owned by you rather than by CLIMATE CHANGE INSTITUTE; (iv) challenge either the validity or CLIMATE CHANGE INSTITUTE’s ownership of any trademark rights which incorporate The Carbon neutral label and names or (v) attempt to register, register or own in any country: a) The Carbon neutral label and names; b) any domain name incorporating in whole or in part The Carbon neutral label and names or c) any name, domain name, keyword or mark confusingly similar to The Carbon neutral label and names.
C. As between CLIMATE CHANGE INSTITUTE and You, You acknowledge CLIMATE CHANGE INSTITUTE’s exclusive right, title and interest in and to the copyright in The Carbon neutral label and names, and You agree that You will not contest or assist another in contesting that copyright or CLIMATE CHANGE INSTITUTE’s ownership of it.
D. All materials, if any, provided by CLIMATE CHANGE INSTITUTE to You under this Agreement, and all proprietary rights in and to all such materials shall remain the sole and exclusive property of CLIMATE CHANGE INSTITUTE, subject only to the non-exclusive rights granted to You under this Agreement.
E. Upon request, You shall furnish to CLIMATE CHANGE INSTITUTE, without charge, samples of materials which feature The Carbon neutral label and names or the Climate Change Institute name. CLIMATE CHANGE INSTITUTE shall have the right of approval over such items by giving written notice to You, within twenty (20) days of receipt of the samples, of such reasonable changes or corrections as may be necessary to comply with CLIMATE CHANGE INSTITUTE’s reasonable quality concerns. You shall make and incorporate said changes or corrections. CLIMATE CHANGE INSTITUTE’s failure, following receipt of samples, to give notice of any such changes or corrections shall be deemed by You to constitute approval by CLIMATE CHANGE INSTITUTE
F. If CLIMATE CHANGE INSTITUTE, in its sole discretion, determines that any materials used, sold, distributed or offered for sale or distribution by You under this Agreement are unsatisfactory to CLIMATE CHANGE INSTITUTE, either based on the quality of the materials themselves or the depiction of The Carbon neutral label and names on the materials, then CLIMATE CHANGE INSTITUTE shall so notify You in writing. Upon receipt of such notification, You shall have thirty (30) days to implement such reasonable changes, as CLIMATE CHANGE INSTITUTE shall suggest, ensuring that the materials are satisfactory to CLIMATE CHANGE INSTITUTE.
- Representations and Warranties: You hereby represent and warrant to CLIMATE CHANGE INSTITUTE that You (a) have the right, power and authority to enter into this Agreement and to perform Your obligations as set forth herein; (b) are under no obligation or restriction that does or would interfere or conflict with your obligations under this Agreement, nor will You assume any such obligations or restrictions during the term hereof; and (c) the information provided by You in connection with this Agreement is true, correct and complete.
- Disclaimer and Warranties: CLIMATE CHANGE INSTITUTEDISCLAIMS ANY AND ALL WARRANTIES THAT MAY BE EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE CARBON NEUTRAL LABEL AND NAMES OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND AGAINST ALL CLAIMS AND LIABILITIES ARISING OUT OF YOUR USE OF THE CARBON NEUTRAL LABEL AND NAMES.
- Limitation of Liability: IN NO EVENT SHALL CLIMATE CHANGE INSTITUTEBE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Without limiting the foregoing, CLIMATE CHANGE INSTITUTE shall have no responsibility for any monetary damages under any contract, tort or other legal or equitable theory, regardless of the form of the action. Such limit shall apply whether or not CLIMATE CHANGE INSTITUTE has been advised of the possibility of such damages.
- Indemnity: You shall indemnify, defend and hold harmless CLIMATE CHANGE INSTITUTE, its affiliates, and their respective officers, directors, members, employees and agents from and against any claims, actions, suits or proceedings, as well as any and all claims, actions, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) any misrepresentation or breach of your representations and warranties set forth in this Agreement; and (b) any non-compliance by You with any agreements or undertakings contained in or made pursuant to this Agreement.
- 11. Termination:
A. CLIMATE CHANGE INSTITUTE may, in its sole discretion, terminate this Agreement or modify your license to use The Carbon neutral label and names at any time upon written notice to You. Upon termination of this Agreement, You shall immediately cease any and all use of The Carbon neutral label and names or any trademarks confusingly similar to The Carbon neutral label and names.
B. You may terminate this Agreement at any time upon thirty (30) days prior written notice to CLIMATE CHANGE INSTITUTE.
C. Unless renewed by mutual agreement of the Parties, this Agreement shall expire one year from the Effective Date.
D. The provisions of Paragraphs 6, 7, 8, 9, 10, 12, 13, and 15 hereof shall survive termination of this Agreement.
- Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt by the other party, when delivered by certified or registered mail, return receipt requested, by commercial overnight delivery service, or by personal delivery to the address of such party as set forth above or to any subsequent address designated by either party, on notice to the other pursuant hereto, for the purpose of receiving notices under this Agreement.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales, without regard to the conflicts of laws provisions thereof. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in New South Wales, Australia, and any action or suit under this Agreement shall only be brought by the parties with appropriate jurisdiction over the subject matter.
- Amendment: CLIMATE CHANGE INSTITUTE reserves the right in its sole discretion to amend this Agreement from time to time and you shall abide by any new conditions.
- Miscellaneous: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supercede all oral or written agreements and understandings made and entered into by the parties prior to the Effective Date hereof. You may not assign this Agreement in whole or in part without the prior written consent of CLIMATE CHANGE INSTITUTE, and any purported assignment in violation of these provisions shall be null and void. Subject to the foregoing limitation, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns. If any provision of this Agreement shall be held by a court of competent jurisdiction to be void or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach of any provision of this Agreement shall constitute a waiver of any concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by the waiving party. This Agreement shall not be construed or deemed to create any partnership, joint venture, agency, franchise or other form of agreement or relationship between the parties other than as expressly set forth herein.