TERMS AND CONDITIONS REGARDING THE USE AND PROCESSING OF CONTRIBUTOR DATA
1 WHEREAS
1.1 These terms and conditions for the processing of contributor data (these “Terms”) are offered by CarbonCloud AB, corp. id. no 559091-0716, (“CarbonCloud”) to the provider of Contributor Data, as defined below, (the “Contributor”).
1.2 “Contributor Data” shall for the purpose of these Terms mean any information supplied on or through websites, platforms, questionnaires, type forms, etc., provided or operated by CarbonCloud (the “Data Channels”), relating to:
a) the calculation of climate footprint of the Contributor’s product(s), e.g. ingredients, means of production and transportation, etc. (collectively “Climate Data”), and/or
b) the climate footprint of the Contributor’s product(s), e.g. ingredients, means of production and transportation, etc. (collectively “Climate Data”), and/or
c) the Contributor’s sub-suppliers or customers, e.g. contact information, (collectively “Business Data”).
1.3 CarbonCloud shall use the Contributor Data to calculate the climate footprint of the Contributor’s product(s) and make such calculations available to the Contributor, the Contributor’s resellers, and the public in accordance with these Terms (the “Objective”).
1.4 By providing Contributor Data through one or more of the Data Channels, the Contributor expressly agrees to these Terms, forming a binding contract between the Contributor and CarbonCloud.
2 USE OF CONTRIBUTOR DATA
2.1 The Contributor agrees to CarbonCloud using the Climate Data to perform calculations of the climate footprint of the Contributor’s product(s) and to CarbonCloud using the Business Data to contact the Contributor’s sub-suppliers and customers for the purpose of the Objective. The Contributor further agrees to CarbonCloud storing all Contributor Data, including sensitive data, for the purpose of the Objective.
2.2 The Contributor agrees to CarbonCloud producing, sharing or making available the following data, calculations or reports:
a) A product level climate footprint of the Contributor’s product(s), to be displayed on CarbonCloud’s platform ‘ClimateHub’, presented in the shape of a climate footprint number.
b) A general report, detailing the climate footprint or climate performance of the Contributor’s product(s), to be displayed on CarbonCloud’s platform ‘ClimateHub’, presented in the shape of a climate footprint number which can be separated into categories (e.g. Agriculture, Transport, Processing, Packaging and Storage). The report may also include any provided information about which sub-suppliers and ingredients are used, as well as links to any climate footprint numbers or reports of such sub-suppliers or ingredients on the platform.
c) A compilation of Climate Data, disclosed to a level agreed to by the Contributor when providing the Contributor Data through the Data Channels, to be shared with such third parties as indicated by CarbonCloud in the invitation to share data or as otherwise approved by the Contributor in the platform or in writing (collectively the “Approved Recipients”).
Once the relevant data is shared, it may be viewed, used to generate reports or otherwise be exported by the recipients. CarbonCloud shall under no circumstance be liable for how the recipients may interpret or use the shared data as a result of Contributor’s decision to let CarbonCloud share it.
2.3 The Contributor agrees to CarbonCloud creating anonymized and/or aggregate data based on the Contributor Data for the future performance of CarbonCloud’s services.
3 NON-DISCLOSURE
3.1 Except as permitted in these Terms, CarbonCloud shall hold the Contributor Data in confidence, not disclose it to third parties, and promptly notify the Contributor of any actual or suspected misuse or unauthorized disclosure of any of the Contributor Data.
3.2 The obligations under this section do not apply to information that:
a) is or becomes public knowledge other than through the breach of these Terms,
b) is rightfully known or possessed by CarbonCloud prior to receipt under these Terms,
c) is rightfully received by CarbonCloud from a third party without breach of confidentiality obligations, or
d) is independently developed by CarbonCloud without using the Contributor Data.
3.3 Notwithstanding the above, CarbonCloud shall not be prohibited from making disclosures, including of Contributor Data, if required by law, subpoena or court order, provided, if practicable, that CarbonCloud provides adequate notice and assistance to the Contributor for the purpose of enabling the Contributor to prevent and/or limit such disclosure.
3.4 Notwithstanding the above, CarbonCloud shall not be prohibited from making disclosures, including of Contributor Data, to its employees, agents, subcontractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with these terms and are bound by the same confidentiality undertaking as CarbonCloud under these Terms.
3.5 Should CarbonCloud, or the assets CarbonCloud control, be acquired in their entirety by another company, e.g. through merger, acquisition, or similar event, such company will also acquire access to all information that CarbonCloud gathered through the Data Channels.
3.6 CarbonCloud also reserves the right to disclose Contributor Data if CarbonCloud reasonably believe that disclosure is necessary to protect CarbonCloud’s rights vis-à-vis the Contributor, or to protect the safety of the Contributor or the safety of others.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 The Contributor and its licensors shall remain, the sole and exclusive owner of all right, title and interest in and to the Contributor Data. The Contributor hereby grants to CarbonCloud a worldwide, non-exclusive, royalty-free license to use, copy, store, access, process, reproduce, perform, display, transmit, operate, maintain, modify and prepare derivative works of the Contributor Data as required by CarbonCloud to perform the Objective. This includes sharing certain Contributor Data with Approved Recipients as configured by the Contributor.
4.2 CarbonCloud shall be the sole and exclusive owner of all right and title (including all proprietary and intellectual property rights) in and to all material and data, including deliverables, created by CarbonCloud as contemplated in these Terms.
4.3 Contributor agrees that CarbonCloud is free to disclose aggregate measures of usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during performance of the Objective.
5 TERM AND SURVIVAL
5.1 These Terms enter into force once duly accepted by the Contributor, and shall remain in force for a duration of five years.
5.2 Sections 2.3, 4, 5, 6, 7, 8, and 9 shall however survive the expiration of these Terms.
6 DISCLAIMERS AND WARRANTS
6.1 Each party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of the state of its organization, and has the full power and authority to enter into and perform its obligations under these Terms.
6.2 Each party represents and warrants that the execution of these Terms, and the performance of the obligations and duties hereunder do not and will not violate any other agreement to which it is a party or by which it is otherwise bound.
6.3 The Contributor warrants that it owns all rights, title and interest in and to the Contributor Data, or that it has otherwise secured all necessary rights in the Contributor Data as may be necessary to permit the access and use thereof as contemplated by these Terms.
6.4 CarbonCloud warrants to undertake appropriate technical and organizational security measures to protect from unauthorized disclosure of, or access to, Contributor Data.
7 INDEMNIFICATION AND LIMITATION OF LIABILITY
7.1 Each party undertakes to indemnify and hold harmless the other party for any breach of these Terms.
7.2 Notwithstanding the above, neither party (nor its subcontractors or suppliers) shall have any liability arising out of or related to these Terms for any indirect or consequential damages, e.g. loss of profits or revenue, interruption of business, etc., even if informed of their possibility in advance.
7.3 The limitation of liability above shall not apply to claims due to gross negligence or willful misconduct. The limitation of liability shall also not apply to claims against CarbonCloud relating to infringement in third party rights due to CarbonCloud’s use of the Contributor Data.
8 MISCELLANEOUS
8.1 Nothing in these Terms shall be construed as compelling either party to disclose any Confidential Information to the other party, or to enter into any further contractual relationship with the other party.
8.2 These Terms may not be assigned to any third party without the other party’s prior written approval.
8.3 The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of these Terms or of any other provision hereof. The provision held to be invalid and/or unenforceable shall only be ineffective to the extent of such unenforceability or invalidity.
9 PERSONAL DATA
9.1 Should the Contributor, for any reason, supply personal data (as defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), the Contributor warrants that it has the right and legal basis to do so.
9.2 Should CarbonCloud for any reason need to process supplied personal data on behalf of the Contributor, the parties agree to enter into a separate data processing agreement to that purpose.
9.3 Any processing of personal data performed by CarbonCloud shall be done in accordance with CarbonCloud’s privacy policy as applicable from time to time.
10 APPLICABLE LAW AND DISPUTE RESOLUTION
10.1 The Terms shall be governed by and interpreted exclusively in accordance with the laws of Sweden, without any reference to its conflict of law principles.
10.2 Any dispute, controversy or claim arising out of or in connection with the Terms (or the subject matter thereof), or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
10.3 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
10.4 The seat of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be English.
