📎Terms of Use

Last updated: May 28, 2025

Welcome, and thank you for your interest in Climate Scale Inc., a Delaware public benefit corporation (“C.Scale”) and C.Scale’s whole life carbon tool supporting climate-positive design decisions across the building design and delivery life cycle and related services made available through cscale.io (collectively, the “Services”). Please read this C.Scale Terms of Use Agreement (“Terms of Use”) carefully. To sign-up for or purchase a subscription to any of the Services hereunder, you must either: register for and purchase a subscription at app.cscale.io (any such online registration and purchase request that is accepted by C.Scale is hereafter referred to as an “Order”). As part of the ordering or registration process, you must identify the applicable customer (“Customer”). Each Order may also identify usage caps or limitations, such as the number of Authorized Users. C.Scale will not be required, by virtue of this Agreement or otherwise, to provide to Customer any part or portion of the Services which are not expressly covered by such Order. All Orders will be deemed to be a part of this Agreement and are hereby incorporated by reference. These Terms of Use, together with all Orders may collectively be referred to as the “Agreement”.

THIS AGREEMENT SETS FORTH THE LEGALLY BINDING CONTRACT BETWEEN C.SCALE AND CUSTOMER THAT GOVERNS USE OF THE SERVICES. BY CLICKING “I ACCEPT,” OR EXECUTING AN ORDER, YOU REPRESENT AND WARRANT THAT: (1) CUSTOMER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT, (2) THE CUSTOMER IS NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, ITS PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF CUSTOMER. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THE TERMS OF USE, THEN YOU AND/OR CUSTOMER MAY NOT ACCESS OR USE THE SERVICES. BY CLICKING “I ACCEPT” OR EXECUTING OR SUBMITTING AN ORDER, CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY OF ALL OF THE PROVISIONS OF THIS AGREEMENT.

IF CUSTOMER SUBSCRIBES TO ANY OF THE SERVICES FOR A TERM (AS USED HERE, AN “INITIAL TERM”), THEN, UNLESS OTHERWISE INDICATED IN THE ORDER, CUSTOMER’S SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT C.SCALE’S THEN-CURRENT FEES UNLESS CUSTOMER DECLINES TO RENEW THE SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.3 BELOW.

This Agreement is subject to occasional revision, and C.Scale reserves the right to modify fees for accessing or using the Services in the future. See 7.4. of this Agreement for further information about changes to this Agreement.

If C.Scale has made the Services (or any portion thereof) available to Customer under a “free trial”, “pilot”, or “pre-release” basis then, unless expressly indicated in the applicable Order, any such access or use of the Services are provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied.

1. Services

1.1 Access and Use of Services. Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable fees), C.Scale grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to access and use the Services set forth in the applicable Order in accordance with any usage caps or limitations set forth in the applicable Order solely for Customer’s internal business purposes, and solely in accordance with the published documentation for the Services (“Documentation”). Customer is solely responsible for ensuring that its systems meet the hardware, software and any other applicable system requirements for the Services as specified in the Documentation.

1.2 Accounts. As part of the set-up process, Customer may be asked to create one or more accounts on the Services for itself and/or its Authorized Users (defined below) (each, an “Account”) and provide certain information as prompted in the account registration process. Customer represents and warrants that: (i) all required Account registration information submitted is truthful and accurate; and (ii) Customer will maintain the accuracy of such information. Customer is responsible for maintaining the confidentiality of all Account login information and is fully responsible for all activities that occur under Customer’s and its Authorized Users’ Accounts. Customer will use reasonable efforts to prevent any unauthorized access or use of the Services and Customer agrees to immediately notify C.Scale of any unauthorized use, or suspected unauthorized use, of the Accounts or any other breach of security. Additionally, if there is unauthorized access or use by anyone who obtained access directly or indirectly through Customer or its Authorized Users, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by C.Scale to remediate any issues resulting from, or related to, such unauthorized access or use. C.Scale will not be liable for any loss or damage arising from any unauthorized use of the Accounts or Customer’s failure to comply with the above requirements.

1.3 Authorized Users. Customer will only permit the Services to be accessed by Customer’s employees and contractors that are authorized by Customer to access the applicable Services solely for Customer’s internal business purposes (“Authorized Users”), provided that Customer shall remain liable for all acts and omissions of such users. Customer is solely responsible for determining the level of access and privileges granted to its Authorized Users. Customer will ensure its Authorized Users’ use of the Services is in compliance with the terms of this Agreement and Customer will be solely responsible for enforcing any of Customer’s internal policies regarding its Authorized Users’ use of the Services.

1.4 Reports. Customer acknowledges that the Services leverage artificial intelligence (“AI”) technology, including for the purpose of generating construction specifications and whole life carbon assessments for buildings. Due to the nature of AI technology, reports that the Services generate through use of AI (“Reports”) may be unpredictable, and may include inaccurate or incomplete responses. Before using any Reports, Customer is solely responsible for reviewing the Reports for accuracy, completeness, and compliance with applicable laws and acceptable use policies. Customer assumes all responsibility for the Reports. All Reports will be deemed to be “Customer Content” that is owned by Customer; provided, however, that nothing in this Agreement will be deemed to restrict C.Scale or the Services from providing the same or similar Reports to any other customer or user. Customer is and will remain fully responsible and liable for the use and deployment of the Services for Customer’s use case and Customer acknowledges that C.Scale does not control how Customer deploys or implements the Services. Customer will at all times use the Services in compliance with applicable laws. Additionally, Customer will not use the Services as part of an automated decision-making process with legal or similarly significant effects, unless Customer ensures that the final decision is made by a human being.

1.5 Third Party Services. To enable the full functionality of the Services, Customer may be required to connect and integrate the Services with Customer’s accounts on third party services (collectively, the “Third Party Services”), including by providing C.Scale with keys or other credential to access such Third Party Services. As between the parties, Customer is solely responsible for determining if the Third Party Services are appropriate for use with the Services and for obtaining all necessary consents, permissions, approvals, or licenses to access and use the Third Party Services. Without limiting the foregoing, if Customer or an Authorized User provides C.Scale with access to any third party application programming interfaces (“APIs”), API keys or other credentials for the purpose of connecting or integrating the Services with the Third Party Services, then Customer represents and warrants that it has obtained all necessary consents, permissions, approvals, and/or licenses to access and use, and permit C.Scale to access and use, the same for the purpose of performing its obligations and exercising its rights under this Agreement. Customer assumes all risks associated with use of any Third Party Services, and for any issues caused by Customer’s use of any third party hardware, software, or services not provided by C.Scale. Customer will retain ownership of all of its rights in any data, information, materials and content that is stored in or accessible via such Third Party Service (the “Customer Data”). Customer is solely responsible for such Customer Data, including for backing up Customer Data and ensuring any Customer Data is adequately encrypted or protected. C.Scale expressly disclaims all warranties or obligations with respect to storage or back up of Customer Data. C.Scale does not endorse, warrant or support, is not responsible for, and disclaims all liability with respect to, such Third Party Services, including without limitation, the privacy or data security practices or other policies related to such Third Party Services.

1.6 Restrictions. The Services are made available to Customer solely for its own internal business purpose and use. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of, (ii) translate, adapt, publish, reproduce, distribute or modify, (iii) write or develop any program based upon or incorporate into any product or service Customer provides to a third party, (iv) use in any manner for the purpose of developing, distributing or making accessible products or services that are similar to or compete with, (v) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in, (vi) make available on a service bureau basis, as part of any third party’s product offering (regardless of hosting or distribution model) or otherwise access or use (or permit a third party to access and use) for the benefit of a third party, (vii) allow unauthorized persons to have access to, (viii) transmit unlawful, infringing or harmful data, content or code to or from, (ix) copy or replicate, (x) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies or procedures of) any servers or networks connected to, (xi) attempt to gain unauthorized access to or interfere with any license key mechanism in or otherwise circumvent any mechanism intended to limit use of, (xii) alter or remove any trademarks or proprietary notices contained in or on, (xiii) engage in framing, mirroring, or otherwise simulating the appearance or function of, (xiv) perform or publish any performance or benchmark tests or analyses relating to, or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) – (xv), in whole or in part, the Services (and all technology and intellectual property constituting or used to provide the Services, including AI systems, Models, and methodologies) and all related Documentation (collectively, “C.Scale Technology”).

1.7 Free Trial. If C.Scale has made a part of the Services (or any specific features or functionality thereof) available to Customer on a “free trial”, “freemium”, “pilot” or “pre-release” basis, then unless expressly indicated in the applicable Order: (i) C.Scale will be free to terminate or suspend Customer’s access thereto for any reason at any time and without liability of any kind, and (ii) notwithstanding any other provision of this Agreement, any such access to the applicable part of the Services is provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind, express or implied. IF CUSTOMER SUBSEQUENTLY PURCHASES A SUBSCRIPTION TO THE SERVICES FOLLOWING A FREE TRIAL, CUSTOMER’S FREE TRIAL ACCESS SHALL ROLL-OVER INTO A PAID SUBSCRIPTION UPON EXPIRATION OF THE FREE TRIAL, AND CUSTOMER EXPRESSLY AGREES THAT, UNLESS CUSTOMER HAS A SEPARATE SIGNED AGREEMENT GOVERNING CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, THIS AGREEMENT, AND THE TERMS AND CONDITIONS HEREIN, SHALL GOVERN CUSTOMER’S USE OF SUCH SERVICES.

2. Fees, Payment

2.1 Fees; Payment Terms. Customer agrees to pay to C.Scale the fees for each of the Services that Customer purchases or uses in accordance with the pricing and payment terms set forth in the Order, as may be updated in accordance with the terms of this Agreement. Unless otherwise expressly set forth in an Order, all recurring fees for Services subscriptions will be billed to Customer in advance. Unless otherwise expressly set forth in an Order, Customer’s Services subscription will continue and automatically renew on a recurring basis at regular intervals in accordance with Customer’s elections at the time of sign up or in the applicable Order, unless and until Customer terminates Customer’s subscription in accordance with Section 3, or Customer’s Account is otherwise suspended or terminated pursuant to this Agreement. The applicable subscription fees for any Renewal Subscription Terms (defined below) will be charged at C.Scale’s then-current list price, until the subscription or this Agreement terminates in accordance with this Agreement. C.Scale reserves the right to change the terms, including pricing, for subscriptions to the Services from time to time in accordance with Section 7.4. If Customer does not agree with such changes, Customer may terminate Customer’s subscription to the Services as set forth in Section 7.4. C.Scale will use commercially reasonable efforts to notify Customer of these changes, including by sending a notice to an email address associated with Customer’s Account. C.Scale will not be able to notify Customer of any changes in applicable taxes in advance.

2.2 Payment Method. Customer will be billed for all amounts due under this Agreement using the payment method provided by Customer to C.Scale’s third party payment processor at the time of sign-up; provided however, that Customer may update its payment method by contacting C.Scale Support at [email protected]. Customer’s acknowledges that C.Scale’s current payment process is Stripe, Inc. and Customer agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consents and authorizes C.Scale and Stripe to share any information and payment instructions provided with one or more payment providers to the minimum extent required to complete the transactions. Customer must provide current, complete, and accurate information for Customer’s billing Account and promptly update all information to keep Customer’s billing Account current, complete, and accurate. Fees paid by Customer are non-refundable, except as provided in this Agreement or when required by law. In the event of a failed attempt to charge to Customer’s credit card (e.g., if Customer’s credit card has expired), C.Scale reserves the right to retry billing Customer’s credit card. In the event that Customer or C.Scale (through our payment service providers) update Customer’s credit card information to remedy a change in validity or expiration date, C.Scale may automatically resume billing Customer for its paid subscription to the Services. C.Scale may suspend or cancel Customer’s access to the Services if C.Scale remain unable to successfully charge the credit card information associated with Customer’s Account. Additionally, C.Scale may charge Customer interest on overdue fees at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue.

2.3 Automatic Renewal. Customer must terminate any automatically renewing subscription to the applicable Services at least five (5) days before it renews in accordance with this Agreement in order to avoid billing of the recurring subscription fees to Customer. By choosing an automatically renewing subscription plan, Customer acknowledges that it has a recurring payment feature and Customer accepts responsibility for all recurring charges prior to termination. If there are no valid payment methods on file for Customer, C.Scale may send Customer invoices for any amounts due, and Customer will pay such invoices within thirty (30) days of Customer’s receipt thereof.

2.4 Taxes. Prices do not include, and Customer must pay or reimburse C.Scale for, all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement, or the transactions contemplated by this Agreement (other than taxes based on C.Scale’s net income). If C.Scale has a legal obligation to pay or collect sales tax for which Customer is responsible, C.Scale will calculate the sales tax based upon the billing information it has about Customer and charge Customer that amount (which, if Customer’s billing information is incomplete or inaccurate, may be the highest prevailing rate then in effect), unless Customer timely provides C.Scale with a valid tax exemption certificate acceptable to the appropriate taxing authority.

3. Term and Termination

3.1 Term. This Agreement will start on the effective date of Customer’s first Order and, unless terminated earlier in accordance with this Agreement, will continue until all Orders hereunder have expired or been terminated for ninety (90) days. Additionally, in the event that all Orders have expired or terminated, either party may terminate this Agreement upon written notice to the other party.

3.2 Subscription Term; Automatic Renewal. The duration of Customer’s initial subscription term for each Order will be as set forth in such Order (“Initial Subscription Term”), and, unless otherwise indicated in the Order, shall automatically renew on a recurring basis for additional subscription periods of the same duration as the Initial Subscription Term (as applicable, a “Renewal Subscription Term”) until terminated or cancelled by Customer or C.Scale as set forth below. The Initial Subscription Term of an Order, together with any applicable Renewal Subscription Term(s) for such Order, are collectively, the “Subscription Term.”

3.3 Termination of Recurring Subscriptions. Unless otherwise set forth in an Order, either party may cancel any automatically renewing subscription(s) under this Agreement by providing the other party with at least five (5) days’ notice of its intent to terminate prior to the end of the then-current Subscription Term. Customer should send notices of termination to [email protected]. If Customer cancels or C.Scale terminates a subscription as set forth above, then Customer will continue to have access to the applicable Services until completion of Customer’s then-current Subscription Term (or, if terminated within five (5) days of renewal, completion of the next Renewal Subscription Term), provided that Customer has timely paid all applicable fees and remains in compliance with the terms of this Agreement.

3.4 Termination for Cause. C.Scale may terminate this Agreement and/or any applicable Order, in whole or in part, by written notice if Customer fails to pay within ten (10) days after notice of nonpayment for any amounts owed to C.Scale. Additionally, ether party may terminate this Agreement and all Orders in the event that: (i) the other party is in material breach of this Agreement, which is not cured within thirty (30) days after written notice of such breach, or (ii) the other party files for or is adjudicated bankrupt or suffers any other analogous event.

3.5 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (i) all outstanding Orders and access to C.Scale Technology will automatically terminate, and (ii) all outstanding payment obligations of Customer become due and payable immediately. All definitions and the following provisions will survive the expiration or termination of this Agreement for any reason: 1.2, 1.4, 1.5, 1.6, 2, 3.5, 3.6 and 4 through 7.

3.6 Delinquent Accounts; Suspension. C.Scale reserves the right to suspend, terminate, or downgrade any or all of the Services, in its sole discretion, if any amount under an Order is due but unpaid until such time as all amounts due under this Agreement are paid in full. In addition to the amount due for the Services, Customer will be charged with fees or charges that are incidental to any chargebacks or collection of any such unpaid amounts including collection fees. Additionally, C.Scale reserves the right to suspend Customer and/or its Authorized Users’ access to the Services or any portion thereof at any time: (i) in the event that C.Scale suspects that Customer or any of its Authorized Users is using the Services in violation of this Agreement, (ii) as described in C.Scale’s Intellectual Property Policy, a copy of which is attached hereto as Exhibit A (the “IP Policy”), or (iii) if C.Scale otherwise believes such action is reasonable to comply with any applicable law, regulation or court order.

4. License; Ownership

4.1 License from Customer. As between the parties, Customer retains its ownership of all right, title and interest in and to any content, materials, or data that is uploaded, transmitted or otherwise provided to the Services by or on behalf of, or at the direction of, Customer or its Authorized Users, including Customer Data (collectively, the “Customer Content”), provided that C.Scale is hereby granted a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, irrevocable, right and license to: (i) use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, perform, and display the Customer Content (in whole or in part) (a) for the purposes of operating and providing the Services to Customer and Customer’s Authorized Users, (b) and on a de-identified, aggregated basis (“Aggregate Data”), to provide, improve, and enhance Services and for research and development of C.Scale’s other products and services; and (c) to train C.Scale’s AI algorithms and systems and machine learning models (collectively, “Models”), provided, however, if Customer is an enterprise Customer with a subscription to the Services, Customer may opt-out of using such Aggregate Data to train Models within Customer’s enterprise account; and (ii) collect, access, process, and analyze log and other data related to the Services and the provision, use and performance and various aspects of the Services and related systems technologies and use such data to troubleshoot, improve and enhance the Services, and for other development, diagnostic, security and corrective purposes. Customer hereby irrevocably waives (and agrees to cause to be waived) any claims and assertions of moral rights or attribution with respect to the Customer Content. Customer may not represent or imply to others that the Customer Content is in any way provided, sponsored or endorsed by C.Scale. Although C.Scale has no obligation to monitor Customer’s use of the Services, C.Scale may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of this Agreement, applicable laws, or any acceptable use policies identified in the Services or any Documentation thereto.

4.2 Customer Content Restrictions; Acceptable Use Policy. This section, and Customer’s use restrictions and obligations therein, is herein referred to as the acceptable use policy (“Acceptable Use Policy”). The Customer Content made accessible on the Services, including but not limited to any data, models, content, text, and other materials that are collected, uploaded to, or otherwise provided to the Services by or on behalf of Customer or its Authorized Users are the sole responsibility of Customer. This means that: (a) Customer, and not C.Scale, is solely responsible for all Customer Content that is accessible through the Services, including its accuracy, completeness, and suitability, and (b) other third party users, and not C.Scale, are solely responsible for any content, materials or data that is uploaded, transmitted or otherwise provided to the Services by or on behalf of, or at the direction of, such third party users (“Third Party Content”). Customer acknowledges that C.Scale has no obligation to pre-screen Customer Content or Third Party Content, although C.Scale reserves the right in its sole discretion to pre-screen, refuse or remove any Customer Content or Third Party Content from the Services, including if C.Scale believes it violates this Agreement or is otherwise objectionable. Since C.Scale does not control Customer Content or Third Party Content, Customer acknowledges and agrees that C.Scale is not responsible for any Customer Content or Third Party Content, whether provided by Customer, its Authorized Users, or by third party users. C.Scale makes no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any Customer Content or Third Party Content. Customer further agrees, represents, and warrants that: (i) the Customer Content will not contain any content or material that is illegal, or include any content and material that violates, infringes, or misappropriates any third party’s intellectual property rights, constitutes an invasion of privacy or misappropriation of publicity rights, or otherwise violates C.Scale’s IP Policy, (ii) Customer and its Authorized Users will not use the Services or transmit Customer Content in a manner that is or could be harassing, abusive, tortious, threatening, harmful, harmful to minors in anyway, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, indecent, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, (iii) the Customer Content will not contain any computer code, programs, or programming devices that are designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, the operation of the Services or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operation, (iv) Customer and its Authorized Users will not send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, (v) Customer and its Authorized Users will not use the Services to harvest, collect, gather or assemble information or data regarding third party users, including e-mail addresses, without their consent, (vi) Customer and its Authorized Users will not interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks, (vii) Customer and its Authorized Users will not attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means, (viii) Customer and its Authorized Users will not harass or interfere with any third party users use and enjoyment of the Services, (ix) Customer and its Authorized Users will not use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services, (x) Customer and its Authorized Users will not provide or make accessible on the Services any Customer Content that is otherwise objectionable to C.Scale in its sole discretion, (xi) Customer and Authorized User will not provide any Customer Content that contains Sensitive Information to the Services. As used herein, “Sensitive Information” means: (A) individually identifiable health information or protected health information as those terms are defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, (B) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standard (“PCI DSS”), (B) Social Security numbers, Social insurance numbers, passport numbers, driver’s license numbers or other government-issued identification numbers, or (C) financial account numbers. Customer acknowledges that C.Scale is not a business associate (as that term is defined under HIPAA) or a payment card processor. Customer acknowledges that the Services are not designed to be HIPAA compliant. C.Scale reserves the right (but has no obligation) to review, refuse and/or remove any Customer Content in its sole discretion, and to investigate and/or take appropriate action against Customer in C.Scale’s sole discretion if Customer violates the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for C.Scale or any other person. Such appropriate action may include removing or modifying the Customer Content, terminating the Account in accordance with this Agreement, and/or reporting Customer or its Authorized Users to law enforcement authorities.

4.3 Other Users. Customer’s interactions with third party users of the Services are solely between Customer and such third party users. Customer agrees that C.Scale will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between Customer and any third party user, C.Scale is under no obligation to become involved.

4.4 Data Privacy and Security. If Customer is using the Services through an individual account, rather than through an enterprise account (as an Authorized User), Customer acknowledges that C.Scale will use Customer Data in accordance with the Privacy Policy. C.Scale will process Customer Content only as is reasonably necessary to provide the Services and as otherwise set forth in the Agreement. C.Scale will implement and maintain commercially reasonable technical and organizational measures designed to protect Customer Content against accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure. Customer shall ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant third parties (including, without limitation, Authorized Users), and has reserved all rights, in each case, as may be required under applicable law or otherwise for C.Scale to process Customer Content to provide the Services as contemplated by the Agreement.

4.5 Customer Content Data Storage. Customer acknowledges that C.Scale does not offer a back-up or archiving of the Services and any Customer Content therein, and that Customer assumes all risks associated with access and use of the Customer Content with the Services. For clarity, C.Scale is not obligated to backup or store any of the Customer Content. C.Scale expressly disclaims all other obligations with respect to storage of such Customer Content. Without limiting the foregoing, C.Scale reserves the right to delete any and all Customer Content in its discretion in the event that Customer terminates its subscription to the Services.

4.6 Ownership. Except for the limited rights granted in this Agreement, C.Scale hereby retains all right, title and interest, including all intellectual property rights, in and to the C.Scale Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY C.SCALE.

4.7 Feedback. Customer hereby grants to C.Scale and its affiliates a worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use, modify, transmit, reproduce, make derivative works of, disclose and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users (collectively, “Feedback”), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the C.Scale Technology or any portion thereof.

5. Indemnification

Customer shall indemnify, defend and hold harmless C.Scale and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “C.Scale Entities”) from and against any third party claim, loss, or damage (including reasonable attorney’s fees), arising out of or relating to: (i) an allegation that the use by or on behalf of C.Scale in accordance with this Agreement of any of the Customer Content, Third Party Services infringes or misappropriates any third party’s rights or violates applicable laws, (ii) the use of the Services in combination with material, content, software, technology, products, data or services not developed and provided by C.Scale, including without limitation the Third Party Services, Third Party Content, and Customer Content, (iii) Customer’s or its Authorized Users’ failure to use the Services in accordance with this Agreement or otherwise comply with the terms of this Agreement, (iv) any Customer Content, or (v) Customer’s violation or alleged violation of Sections 1.4, 1.5 or 1.6 or the Acceptable Use Policy found in Section 4.2. C.Scale will provide Customer with: (a) prompt written notice of; (b) control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Notwithstanding the foregoing, C.Scale will at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at C.Scale’s own expense.

6. Warranties; Disclaimer; Limitation of Liability

6.1 Customer Warranties. Customer represents, warrants, and covenants that it has and will maintain during the term of the Agreement all necessary right, title, interest, authorizations, and permissions to: (i) grant rights to, access, provide, provide access to, or request C.Scale access, disclose, or submit, any Customer Content and/or Feedback, and (ii) access and permit C.Scale to access on Customer’s behalf any Third Party Services and Customer Content, as applicable.

6.2 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE C.SCALE TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY C.SCALE OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS; (ii) THE C.SCALE ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE C.SCALE TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY C.SCALE OR THROUGH THE SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE OR RELIANCE. THE C.SCALE ENTITIES DO NOT WARRANT ANY THIRD PARTY CONTENT OR FUNCTIONALITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE C.SCALE ENTITIES DO NOT WARRANT THAT THE C.SCALE TECHNOLOGY AND ANY OTHER MATERIALS, RECOMMENDATIONS OR CONTENT MADE AVAILABLE THROUGH THE C.SCALE TECHNOLOGY (INCLUDING THE SERVICES) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE C.SCALE TECHNOLOGY (INCLUDING THE SERVICES) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND DETERMINING WHETHER OR NOT, OR HOW TO, USE ANY REPORTS, CONTENT, MATERIALS OR DATA THAT IS MADE AVAILABLE VIA THE SERVICES. WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND C.SCALE WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER BASED UPON ANY REPORTS, CONTENT, MATERIALS OR DATA THAT IS PROVIDED BY THE SERVICES, INCLUDING ANY DECISIONS MADE WITH RESPECT TO CUSTOMER SERVICE MATTERS, REGARDLESS OF ANY RESULTS OR REPORTS GENERATED BY THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE C.SCALE ENTITIES ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF OR ACCESS TO THE C.SCALE TECHNOLOGY OR ANY OTHER REPORTS, MATERIALS, DATA OR CONTENT THAT IS MADE AVAILABLE BY C.SCALE OR THROUGH THE SERVICES. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S AND ITS AUTHORIZED USERS’ USE OF THE C.SCALE TECHNOLOGY (INCLUDING THE SERVICES) AND ANY REPORTS, CONTENT, DATA OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM C.SCALE OR THROUGH THE C.SCALE TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SERVICES, IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE C.SCALE ENTITIES ARE NOT RESPONSIBLE FOR ANY FRAUD LOSSES OR FOR ANY DAMAGE TO CUSTOMER’S PROPERTY, INCLUDING ANY THIRD PARTY SERVICES USED IN CONNECTION WITH THE C.SCALE TECHNOLOGY OR ANY LOSS OF DATA OR CUSTOMER CONTENT.

THE C.SCALE TECHNOLOGY IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE C.SCALE TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. THE C.SCALE ENTITIES SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH ACTIVITIES. NOTWITHSTANDING THE FORGOING THE C.SCALE ENTITIES DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT THE C.SCALE ENTITIES ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

6.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE C.SCALE ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE C.SCALE ENTITIES’ TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE. EXCEPT FOR ANY ACTION BY C.SCALE FOR NON-PAYMENT, NEITHER PARTY MAY BRING ANY ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE DATE THE CLAIM AROSE. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.

7. General Provisions

7.1 Assignment. Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that C.Scale may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

7.2 Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

7.3 Governing Law; Jurisdiction and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for San Francisco, California for any lawsuit filed there against Customer by C.Scale arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

7.4 Modifications to this Agreement. C.Scale may modify this Agreement from time to time by giving notice to Customer through C.Scale’s online user interfaces, by sending Customer an email to an e-mail address associated with Customer’s Account, by prominently posting notice of the changes on the Services, or in any other manner permitted by this Agreement. In the event that the last e-mail address that Customer has provided is not valid, or for any reason is not capable of delivering to Customer the notice described above, C.Scale’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes to this Agreement described in the notice. Unless a shorter period is specified by C.Scale (e.g., due to changes in the law or exigent circumstances), the modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order. If C.Scale specifies that the modifications to this Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies C.Scale in writing at [email protected] of Customer’s objection to the modifications within thirty (30) days after the date of such notice, C.Scale (at its option and as Customer’s exclusive remedy) will either: (i) permit Customer to continue under the existing version of the Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect), or (ii) allow Customer to terminate this Agreement and receive a pro-rata refund of any pre-paid Services subscription fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Services, and, in any event, continued use of the Services after the modified version of this Agreement becomes effective will constitute Customer’s acceptance of such modified version.

7.5 Export Controls; Government Rights. Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the C.Scale Technology or any technical information about the C.Scale Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export. Customer hereby represents and warrants that: (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. The C.Scale Technology is deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

7.6 Miscellaneous. This Agreement (together with the Orders) is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter. In the event of any conflict between the terms of an Order and the terms of this Agreement, the terms of this Agreement will apply unless the Order expressly indicates that a provision of the Order should supersede contrary language in the Agreement. No terms of any purchase order, acknowledgement or other form provided by Customer will modify this Agreement, regardless of any failure of C.Scale to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof. Except as set forth in Section 7.4, this Agreement may only be amended by a writing signed by both parties. This Agreement may be executed in counterparts. The headings in this Agreement are inserted for convenience and are not intended to affect the interpretation of this Agreement. Any required notice shall be given in writing by customary means with receipt confirmed. Notices to Customer shall be sent to the address set forth on the Order. Notices to C.Scale shall be given to [email protected]. Notices will be deemed to have been given at the time of actual delivery in person, one (1) day after delivery to an overnight courtier service, or three (3) days after deposit in the mail. The relationship between the parties shall be that of independent contractors. C.Scale may use subcontractors. Waiver of any term of this Agreement or forbearance to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision.

Exhibit A

Intellectual Property Policy

It is C.Scale’s policy to terminate Account privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to C.Scale by the respective intellectual property owner or their legal agent.

Without limiting the foregoing, if you believe that the content of any material uploaded or posted onto the Services infringes your intellectual property rights, please provide C.Scale’s designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right, (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed, (iii) a description of the location on the Services of the material that you claim is infringing, (iv) your address, telephone number, and email address, (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law, and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for C.Scale is: Jack Rusk

Designated Agent: Jack Rusk

Address of Agent: Climate Scale Inc., 636 Lyon St, San Francisco, CA 94117

Email: [email protected]