API Terms

In force from 1. May 2021

Thank you for showing climate leadership and that you’re considering ClimateKuul!

The ClimateKuul Terms of Service ("API Terms") describe your rights and responsibilities when accessing, using and building on ClimateKuul’s public application programming interfaces (the "APIs") and related API documentation and their relation to other tools (together “Services”).

 

Please read them thoroughly:

 

1.  The Basis of Our Relationship & Definitions

These API Terms form a binding "Contract" between you and us. "We," "our" and "us" refers to the applicable the ClimateKuul entity in the section titled "The Entity You Are Contracting" below, and "you," and "your," refers to the individual, company or legal entity that you represent. The Contract does not grant you any right to access or use ClimateKuul’s existing or future non-public application programming interfaces or value-added carbon calculation, measurement and mitigation services, which will be governed by a separate agreement with us.

2.  Access to Our APIs

To use our APIs, you need to request a unique API key (the “API Key”). To generate the API Key, you need to give us some information about yourself. The information you provide must be true and kept up to date. We will use the API Key to identify you when using our APIs, and it may provide access to data, transactions initiated by you. You agree to prevent unauthorized access to your API Key and to notify us immediately if you discover such unauthorized access. You agree to waive all claims due to, and we do not accept any liability related to such unauthorized use.

2.1.  License & Access

Subject to any restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to the section titled "Assignment"), limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your application ("App"). You may charge for your App; but, you are not permitted to sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.

Your license to access our APIs and documentation is limited and subject to compliance with our other relevant policies. You agree that you will not:

(a) access our APIs or documentation in violation of any law or regulation;

(b) access our APIs in any manner that

i.     compromises, breaks or circumvents any of our technical processes or security measures associated with the Services,

ii.    poses a security vulnerability to customers or users of the Services, or

iii.   tests the vulnerability of our systems or networks;

(c) access our APIs or documentation in order to replicate or compete with the Services;

(d) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services work; or

(e) use our APIs that constitutes excessive or abusive usage, or in a manner that exceeds rate limits.

2.2.  Branding

Since our public APIs are free to use, conditional to the terms of this Contract, you agree to grant us acknowledgements on the UI and in the code of your App, your website and other relevant locations or communication channels. A “Guidelines for branding” document is accessible on our website to you, please read it carefully.

2.3.  Transparency & Reporting

If your service or App is available to others outside your organization, we assume that you maintain a user agreement and privacy policy matching relevant legal standards, including describing the collection, use, storage and sharing of data in clear, understandable and accurate terms. For any data transmitted to us, please refer our Privacy Policy for more information on how we collect and use data relating to the use and performance of our operations and Services. If there has been breach of your App, you must notify us when data related to or the use of our API is involved.

2.4.  Our Remedies, Suspending Access and Audit

If we believe that there is a violation of the Contract we will, in most cases, ask you to take direct action. We may also provide your contact information (name, address and other contact details) to any third party that in our determination reasonably claims that you do not possess all of the necessary intellectual property rights.

If you are not responsive or if we believe there is a credible risk of harming us, the Services, our customers or users or any third parties, we take what we determine to be appropriate action. We reserve a right to suspend access and to audit your application to ensure it does not violate our terms and policies. You agree to cooperate with such an audit and provide us with proof that your application complies with our terms and policies.

3.  Ownership and Proprietary Rights

3.1.  Reservation of Rights, Data

This Contract doesn’t constitute any transfer of rights of our APIs, documentation and Services, or any intellectual property rights associated with these, other than expressly stated here. We also retain ownership of data that is generated or derived from the use of the APIs.

You retain your ownership rights of your App, any confidential information and your data. You instruct us to hold and use customer data added to our APIs for record keeping purposes related to our Services. This customer data will not be disclosed to third parties, with the exception of the customer when specifically requested or to authorities possessing a verified legal reason or court order.

3.2.  We Welcome Your Feedback

We continuously strive to improve our APIs, documentation and Services, and we welcome developer suggestions. If you send us any feedback or suggestions regarding the APIs or documentation, we may use it. By submitting any feedback or suggestion you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any part of it for any purpose without any obligation or compensation to you.

4.  Termination

You may terminate the Contract by ceasing to use of our APIs. We may terminate the Contract with or without cause, and without notice to you, revoking all rights and licenses granted to you immediately. Any APIs or documentation that are not made publicly available through our website or Services but to that we provided special access to you are the confidential information of ClimateKuul. You agree that upon termination of the Contract you promptly destroy copies of any such documentation and information in your possession or control that was received under the Contract.

5.  Representations; Disclaimer of Warranties

You represent and warrant that you have the legal power to enter into the Contract and have validly done so.

You accept that the APIs, documentation and all related components and information are provided by us on an "as is" and "as available" basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

We want to make our APIs available for you to use 24/7, but things happen that occasionally make our services unavailable. You acknowledge that we do not warrant that the APIs will be uninterrupted, timely, secure, or error-free. If you require a Service Level Agreement for your App, talk to us, we will be happy to find a suitable solution for you.

6.  Limitation of Liability

Our liability in any event arising out of or related to the Contract (under any theory of liability) is limited at SGD$500. We expressly refuse any liability to you or to any third party for any lost profits or any revenues or for any damages under any theory of liability, and whether or not you or the third party has been advised of the possibility of such damages. This disclaimer does not apply to the extent prohibited by applicable law.

By accessing our APIs, documentation or related services you agree to these limitations. We have relied on these provisions that allocates risks between the parties in determining whether to enter into the Contract.

7.  Application of Consumer Law

Our APIs and documentation are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. In case any consumer laws cannot otherwise be lawfully excluded, our liability is limited (at our option) to the replacement or repair of the APIs.

8.  Your Indemnification of Us

You will defend us (the "Indemnified Parties") from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your violation of the Contract or your violation of your user agreement or privacy policy (a "Claim Against Us"), and will indemnify the Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against an Indemnified Party in connection with or as a result of, and for amounts paid by an Indemnified Party under a settlement you approve of in connection with, a Claim Against Us.

We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such matter. This section states your sole liability with respect to, and the Indemnified Parties’ exclusive remedy against you for any Claim Against Us.

Notwithstanding anything contained in this section,

(a) we may at any times choose our own counsel if we pay for the cost; and

(b) no settlement may be entered into by you, without our express written consent, provided such consent not to be unreasonably withheld, if:

i.     the third party asserting the claim is a government agency,

ii.    the settlement arguably involves the making of admissions,

iii.   the settlement does not include a full release of liability, or

iv.   the settlement includes terms other than a full release of liability and of the payment of any money.

 

9.  Survival

Sections 2.4, 3., 4., 5., 6., 9. and 10. survive any termination or expiration of the Contract.

10.  General Provisions

10.1.  Publicity

You agree that we may use your company name and logo as a reference for marketing or promotional purposes on our website and in any communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines available publicly.

10.2.  Additional Terms

Additional terms apply to you if you provide data from, reside or are registered in the European Economic Area, the United Kingdom or Switzerland:

(a) If we process personal data by you instructing us, you agree to relevant terms of our Privacy Policy , which is incorporated by reference into the Contract;

(b) nothing in this Contract will exclude or limit the liability of either party for

i.     gross negligence or intentional misconduct of such party;

ii.    death or personal injury caused by such party's negligence;

iii.   fraud or fraudulent misrepresentation; or;

iv.   any other liability to the extent that the same may not be excluded or limited as a matter of applicable law.

(c) If you reside in Germany, we warrant that the Services will operate in accordance with the applicable Documentation and will materially comply with any specifications contained the applicable Documentation. The parties agree that to the extent you are entitled to any statutory warranty rights, the applicable statutory warranty period is hereby reduced to twelve (12) months and any and all further warranties are excluded.

(d) If you are a microenterprise, small enterprise, or not for profit organization within the European Economic Area or United Kingdom, by accessing the APIs you agree to waive rights granted to you by the European Electronic Communications Code.

10.3.  Force Majeure

Neither party will be liable for any failure or delay in the performance of its obligations due to events beyond the reasonable control of a party, include but not limited to denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

10.4.  Relationship of the Parties; No Third-Party Beneficiaries

The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. The parties are and remain independent contractors. There are no third-party beneficiaries to the Contract.

 

10.5.  Notifications

All notices under the Contract will be by email. When contacting you we will use the email address you provided at the time of signing up for our API access. Notices to us must be sent to team@climatekuul.com. Notices through email will be deemed to have been duly served the day after they are sent.

10.6.Export Controls & Sanctions

Our APIs may use technologies that are subject to export control and sanctions laws and regulations by certain jurisdictions. You agree to strictly comply with all such export control and sanctions laws and regulations that apply to the API and your Applications.

 

10.7.  Changes to our APIs and Documentation

Our APIs have an evolving nature, as flexibility is required to improve them. Occasional changes to our APIs may include backwards incompatible modifications. We will give a notice of at least a 60 days prior to implementation of these changes to your email, on our website and other relevant public channels. You may encounter parts of our API that are undocumented. These may change at any time, do not rely on their behaviors.

10.8.  Modifications to the Contract

As our business evolves, we may change these API Terms and the other components of the Contract. If we make a material change to the Contract, we will provide you with what we deem as a reasonable advance notice through email prior to the change taking effect.

You can review the most current version of the API Terms and any related guidelines at any time by visiting our website. Any new Contract with material changes will become effective on the date set forth in our notice, and minor other changes will become effective upon posting of the change. Accessing our APIs after these effective dates constitutes your acceptance of the revised API terms.

 

10.9.  Waiver

Failure or delay by either party in exercising any right under the Contract will not constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

 

10.10.  Severability

The Contract will be enforced to the fullest extent permitted under applicable law. Any provision held contrary to law by a court of competent jurisdiction will be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law. All other remaining provisions of the Contract will remain in effect.

 

10.11.  Assignment

Either party may assign or delegate any of its rights or obligations from this Contract only with the prior written consent of the other party (which cannot be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to an affiliate, or in connection corporate actions of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any alleged assignment in violation of this section is void.

A party’s sole remedy for any alleged assignment by the other party in breach of this section will be an option to terminate the Contract with a written notice. Subject to the above conditions, the Contract will bind and benefit the parties, their respective successors and permitted assigns.

10.12.  The Entity You Are Contracting

ClimateKuul is operated by Mithqal Digital Pte. Ltd., an entity registered in Singapore, therefore, Singapore law will apply in any dispute or lawsuit arising out of or in connection with the Contract, and Singapore courts have jurisdiction over any such dispute or lawsuit, depend on where you are domiciled.

As we are an evolving venture, we may assign the Contract in agreement with the section titled “Assignment” to affiliated regional entities established in the future. In such case the contracting entity representing us and the applicable law and the court jurisdiction will be modified, but you will receive a prior written notice about such change.

The Contract, and any disputes arising out of or related to it, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

 

10.13.Entire Agreement

The Contract forms the entire agreement between the parties and supersedes all prior agreements, proposals or representations in any form on the same subject matter. In the case of any conflict or inconsistency between the provisions in these API Terms and any other documents or pages referenced in these API Terms, the API Terms take precedence.

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