“Acceptable Sharing Policy” means the acceptable sharing policy in force from time to time and available on the Website and/or in the App.
“Affiliate” means a legal entity that directly or indirectly controls, is controlled by, or is under common control with a party; where “control” and its derivatives mean (i) the ownership of, control over or ability to direct voting of more than 50% of its fully diluted voting share capital; or (iii) the right to appoint or remove its directors that hold a majority of the voting rights.
“Agreement” means the agreement between Sylvera and Customer comprising the Order Form(s), these Subscription Terms, and any and all additional agreements or policies referred to herein or subsequently entered into in writing or electronically by the parties.
“Analytics” means the service that allows customers of Sylvera to assess the emissions, emission reduction targets and carbon credit use of businesses, industries and/or portfolios of either.
“API” means any application programming interface(s) operated by Sylvera and through which the Services are delivered.
“App” means any authentication application software operated by Sylvera and through which the Services are delivered.
“Authorized Users” means those employees, agents and independent contractors of the Customer or the Customer’s Affiliates that are permitted by Sylvera to access and use the Services on the Customer’s behalf, pursuant to this Agreement.
“Confidential Information” means, subject to Section 9.1, any confidential information disclosed or made available by one party (“Discloser”) or its employees, officers, representatives or advisers (together “Representatives”) to the other party (“Recipient”) and its Representatives, whether in writing, electronically, or in any other form, that is either conspicuously identified as confidential or proprietary or should be otherwise reasonably understood as such based on the nature of the information or circumstances of the disclosure. Without limiting the generality of the foregoing, Confidential Information includes the terms and conditions of this Agreement and any non-public information regarding the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, services, know-how, technical information or trade secrets of the Discloser.
“Confidential Information” means (without limitation) all confidential information (however recorded or preserved) disclosed by one party or its employees, officers, representatives or advisers (together “Representatives”) to the other party and the other party’s Representatives, including the terms and conditions of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, services, know-how, technical information or trade secrets of the disclosing party.
“Customer Data” means any data the Customer or its Authorized Users provide through the Software, whether directly or indirectly via any third party application. Customer Data does not include any Derived Data and/or Sylvera Data.
“Data Processing Addendum” or “DPA” means the data processing addendum, as updated from time to time, that is available on the Website and forms part of this Agreement to the extent required under applicable Data Protection Laws.
“Data Protection Laws” means all data protection and privacy laws in force from time to time which apply to a party’s data processing activities hereunder, which may include without limitation the EU GDPR, the UK GDPR and the UK Data Protection Act 2018, in each case as amended, updated or replaced from time to time.
“Derived Data” means any data which is derived from the Customer’s use of the Services or the processing of Customer Data, which shall include: (i) any data which is processed and stored as mathematical constructs; (ii) statistical or aggregated data; and (iii) any other analytical data such as number and duration of user sessions and page visits, and technical performance reports on the Services.
“Effective Date” means the effective date of this Agreement as set out in the Order Form.
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679).
“Force Majeure Event” has the meaning given to it in Section 10.5.
“Improvements” means any: (i) information communicated by the Customer to Sylvera regarding any new features, functionality, performance, feedback, comments and anything analogous to the same in relation to the Software or the Services; and (ii) adaptations, modifications, improvements, enhancements, revisions and anything analogous to the same in relation to the Software or the Services in any form or medium whatsoever.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Project” means any relevant environmental project which the Customer wishes to assess and evaluate through the Services.
“Rating” means an indication of the likelihood that the claimed carbon impact of a Project is a true representation of its real impact, expressed in rank order between AAA and D.
“Services” means the provision of certain carbon analytics solutions via the Software, as specified in an Order Form (which may include, without limitation, access to Ratings and/or Analytics).
“Software” means the software through which Sylvera’s carbon analytics solutions are delivered, including the App, any related APIs and/or any other means made available to the Customer by Sylvera from time to time.
“Specification” means the functional specification for the Services as set out in those printed or online instructions, manuals, screens and diagrams distributed or otherwise provided by Sylvera from time to time that pertain to the Software or use of the Services.
“Subscription Fees” means the subscription fees set out in the Order Form(s) as payable by the Customer to Sylvera for the Services.
“Subscription Terms” means these subscription terms and conditions that govern the Customer’s use of the Software and the Services.
“Sylvera Data” means any data, information, analytics or reports based on proprietary and third party data which are made available to the Customer as part of the Services, including the Ratings and any other data made available through the Software.
“Sylvera Parties” means Sylvera, its Affiliates and their directors, employees, contractors, agents or shareholders.
“Term” means the term of this Agreement as specified in the Order Form.
“Third Party Provider” has the meaning given to it in Section 2.5.
“UK GDPR” means the EU GDPR as incorporated into UK law by the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal) Act 2020) and amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (as further amended from time to time).
“Virus” means any software, code, file, program, or component which may prevent, impair or otherwise adversely affect the operation or user experience of any computer software, hardware, network, or data, including worms, Trojan horses, viruses, malware, and other malicious code.
“Website” means https://www.sylvera.com/, app.sylvera.com or any other website operated by Sylvera through which the Services are delivered to the Customer from time to time.
1.2 Interpretation. In this Agreement: (i) section and paragraph headings shall not affect the interpretation of this Agreement; (ii) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (iii) a reference to writing or written includes e-mail; (iv) any words following the terms including, include, in particular for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.