Definitions

“Platform Information” shall mean all data, materials, and information related to carbon removal protocols, methodologies, and related data accessed via logging in to the Isometric Platform, including but not limited to, technical, business, and operational information, proprietary methods, algorithms, software, know-how and trade secrets.

“Isometric Platform” refers to science.isometric.com, registry.isometric.com and other websites, apps and online services made available by Isometric to Users.

“User” refers to any individual or entity who accesses the Isometric Platform through the login portal.

“Isometric”, “we”, “us” and “our” refer to Isometric HQ Ltd.

Introduction

These Terms of Service govern the access to and use of proprietary information through the Isometric Platform. Isometric HQ Ltd sets forth these terms to protect its intellectual property related to carbon removal protocols.

Isometric owns, possesses or controls certain proprietary and/or Platform Information, including but not limited to the Platform Information. The User agrees to receive access to, and Isometric is willing to provide access to, such information via the Isometric Platform subject to the terms and conditions set forth herein.

Agreement Acceptance

The User hereby agrees to be bound by the terms and conditions of this Agreement, which includes restrictions on the use of the Platform Information accessed through the Isometric Platform.

Platform Information

The User agrees not to copy, sell, trade, distribute, or exploit in any manner the Platform Information for the purposes of developing, producing or marketing a product or service that is in competition with, or could reasonably be perceived to be in competition with, Isometric’s products or services. The Platform Information shall not be used for any other purpose, including but not limited to personal gain, commercial advantage, or any form of competitive analysis not expressly permitted under this Agreement.

The User agrees to take all reasonable measures and exercise due care to protect the Platform Information from unauthorized use, access, dissemination, or disclosure. This includes implementing appropriate physical, electronic, and managerial procedures to safeguard and secure the Platform Information.

The User will promptly notify Isometric in writing if they become aware of any suspected or actual unauthorized use, disclosure, dissemination, or access of the Platform Information, or any other breach of this Agreement. The User will cooperate with Isometric in every reasonable way to help Isometric prevent its further unauthorized use.

Upon termination of the User’s access to the Isometric Platform or upon Isometric’s request at any time, the User shall, at Isometric’s discretion, return or destroy all materials, in any medium, that contain, embody, or record any part of the Platform Information, and shall not retain any copies of such materials for any reason.

The obligations of restricted use under this section shall survive the termination or expiry of this Agreement for a period of five (5) years from the date of such termination or expiry.

Intellectual Property Rights

The Platform Information is and remains the property of Isometric. Nothing in this Agreement grants you any rights to the Platform Information, except for the limited right to use it as explicitly provided herein.

Our Protocols and Modules are licensed by Isometric under CC BY-NC-ND 4.0. You may copy and redistribute the material in any medium or format, provided: (i) you give appropriate credit, provide a link to the license and indicate if changes were made—in any reasonable manner, but not in any way that suggests that Isometric endorses you or your use; (ii) the material is not used for commercial purposes; and (iii) if you remix, transform, or build upon the material, you may not distribute the modified material.

All intellectual property rights in the Platform Information, including but not limited to patents, copyrights, trademarks, trade secrets, and know-how, are and shall remain the sole property of Isometric. The User acknowledges that nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Isometric’s intellectual property rights, except as explicitly permitted under this Agreement.

The User shall not use any trademarks, trade names, logos, or service marks of Isometric without Isometric’s prior written consent. Any authorized use of Isometric’s marks shall be in accordance with standards and guidelines provided by Isometric and shall insure to the benefit of Isometric.

The User agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition or underlying information, structure, or ideas of any Platform Information. This prohibition includes any attempt to recreate or replicate the Platform Information or any portion thereof.

The User shall not modify, translate, adapt, or create derivative works based on the Platform Information, or authorize, assist, or encourage others to do so, without Isometric’s prior written consent.

Any feedback, suggestions, ideas, or improvements provided by the User regarding the Platform Information or related matters shall be the property of Isometric. The User hereby assigns to Isometric all right, title, and interest in and to such feedback, including all intellectual property rights therein.

The User agrees to promptly notify Isometric in writing if the User becomes aware of any unauthorized use, copying, or infringement of the Platform Information or Isometric’s intellectual property rights.

The User’s obligations under this Intellectual Property Rights section shall survive the termination or expiry of this Agreement and shall continue for as long as such rights are protected by law.

The User acknowledges that any breach or threatened breach of this section may cause irreparable injury to Isometric and that, in addition to any other remedies that may be available, Isometric shall be entitled to seek injunctive relief against such breach or threatened breach.

Term and Termination

This Agreement commences upon the User’s first login to the Isometric Platform and remains in effect until terminated as outlined in this section.

The User may terminate this Agreement at any time by choosing to delete their login credentials and records using the designated mechanism on the Isometric Platform. Upon deletion, this Agreement shall be deemed terminated, and the User must immediately cease using the Platform Information and comply with post-termination obligations as stated herein.

Either party may immediately terminate this Agreement upon written notice if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

Immediate termination of this Agreement is permissible by Isometric through written notice if we become insolvent, file for bankruptcy, enter into an arrangement with our creditors, or undergo the appointment of a receiver or administrator over our assets.

Following termination of this Agreement, the User is required to cease all use of the Platform Information and, as directed by Isometric, return or destroy all materials embodying the Platform Information.

Specific provisions, including those pertaining to intellectual property rights, and indemnification, will persist beyond the termination or expiration of this Agreement, as their nature necessitates continued effectiveness.

Termination of this Agreement does not absolve the User of obligations incurred prior to termination nor does it exempt the User from liability for any breach of the Agreement.

Neither party is liable to the other for any form of damages as a direct result of terminating this Agreement in accordance with its terms. Termination by either party is without prejudice to any other rights or remedies under this Agreement or applicable law.

Breach and Liability

Any unauthorized use or disclosure of the Platform Information may lead to legal action against you. You agree to indemnify and hold Isometric harmless from any damages, losses, costs, or expenses resulting from your breach of this Agreement.

Data Protection and Privacy

Both parties agree to comply with all applicable data protection laws in the processing of any personal data under this Agreement. “Personal data” shall be understood as defined in the General Data Protection Regulation (GDPR) and any other relevant data protection legislation.

The User agrees that any personal data accessed or processed through the Isometric Platform will be used solely in accordance with the purposes outlined in this Agreement and in line with Isometric’s Privacy Policy.

Isometric will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with applicable data protection laws.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to a Force Majeure event.

For purposes of this Agreement, a “Force Majeure” event means an event beyond the control of a party, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

The affected party will notify the other party of such Force Majeure event and shall use its best efforts to resume performance as soon as possible.

Governing Law

This Agreement shall be governed and construed in accordance with the laws of England and Wales.

Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Contact Information

For questions or notifications under this Agreement, please contact compliance@isometric.com.

Acknowledgment

By signing up and logging into the Isometric Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.