Cascale Member Analytics Portal - TOU & Disclaimers

Terms of Use

1. These Terms of Use (“ToU”) are a legal and binding contract between Cascale (“Cascale”) and members of Cascale (“Members”). By accessing, downloading, and/or using the materials provided on this Member Analytics Portal (the “Portal”), Member acknowledges that it has read and understood these ToU and agrees to be bound by and abide by them. BY ACCESSING THE PORTAL AND/OR ACCESSING, DOWNLOADING AND/OR USING ANY OF THE MATERIALS PROVIDED, MEMBER REPRESENTS AND WARRANTS (I) THAT MEMBER HAS READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE ToU, AND (II) MEMBER HAS THE AUTHORITY TO ENTER INTO THESE ToU.

The Portal is provided by Cascale as a complimentary, free of charge and voluntary tool. As such, the Portal is a work in progress and in beta version, and intended only as an additional informal tool for Members to manage their own data and own requirements (“Data”). This Data is intended only for internal business and analysis purposes of Members and shall not be used as a direct source for external reporting or claims.

• Reasonable effort has been made to establish the suitability of Data in the Portal for Member internal use cases and in supporting analyses. It has not been passed through appropriate review to use as the basis for direct external claims.

2. Members usingr this Data take full responsibility for the accuracy of their analyses and conclusions

• Reasonable effort is made by Cascale staff to describe available Data and ensure it is fit for use but the nature of aggregated primary data means that there will be errors and other inaccuracies. It is the responsibility of the Member to understand and plan for inaccuracies regardless of whether they are identified by Cascale

3. Members must not reproduce or distribute this Data in any form without the prior written permission of Cascale.

• The Data in the Portal is intended for use only by Members and may include information that cannot be distributed between Members.

5. This Data is subject to change without notice. Cascale reserves the right to, from time to time, in its sole discretion, to revise, modify, or update these ToU without prior notice. Cascale will provide reasonable notification to alert when revisions to these ToU are made. It remains the Member's responsibility to read these revisions. Member continued use of the Data and/or the Portal after such revisions are made means that Member agrees to the revised ToU and/or Data.

6. Cascale reserves the right to terminate access to the data at any time without cause or notice

Disclaimers

Member's using the Portal should ensure they understand the sources, transformation, and presentation of any Data they use from the Portal. Reasonable effort is made by Cascale staff to describe available data and ensure it is fit for use but the nature of aggregated primary data means that there will be errors and other inaccuracies. The nature and likelihood of inaccuracy must be understood by the Member in order to assess whether, and how much it is reasonable to rely on it. Cascale guidance materials should not be used as a substitute for the careful judgment by Member. Member is responsible for its own compliance with relevant laws, regulations, and any terms of use and/or contractually-agreed terms and conditions agreed by Member with third parties regarding the data.

Restrictions on Use

• Access, retrieval or indexing of (any portion of) the Portal is permitted only for purposes of constructing or populating a Member's own other internal databases or other references.
• Members may use the Data^[a] as an input for calculating external reporting describing Member performance (for example, Science Based Target tracking) always provided that such Data is not attributed to or associated with Cascale or the Portal, but provided by Member as its own data.

• Member may not distribute copies of the Portal and/or the Data to anyone outside of Member's organization except as set forth herein.  

• Member shall not share or include Portal and/or Data information in any marketing, advertising or promotional materials without the express written permission of Cascale.    

• Member may not sell, modify, reproduce, display, distribute, or otherwise use the Portal and/or the Data or any materials from the Portal in any way for any commercial purposes.  

• Member may not introduce viruses, trojan horses, worms, or other malicious material or code in the Portal and/or Data, or use any robot, spider or other automatic device, process or means to access, retrieve, scrape or compile any portion of the Portal or the Data.

• Member may not use any device, software or routine that interferes with the proper working of the Portal, or attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Portal, the server on which the Portal is stored, or any server, computer or database connected to the Portal.

• Member shall not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Portal or features that enforce limitations on the use of the Portal.

• Member may not solicit login and password information or access an account belonging to someone else.

• Member will not alter, modify, create derivative works of, decompile or otherwise attempt to extract source code from the Portal unless Cascale gives express written permission.

• Member will act at all times when accessing, downloading, and using the Portal in compliance with all federal, state, and local laws, regulations and ordinances.

Disclaimer of Warranties

Member acknowledges and agrees that the disclaimers and limits set forth in these ToU reflect the reasonable and fair allocation of risk between Member and Cascale and are an essential basis of this contract between Member and Cascale. Member's use of the Portal and the Data is at Member's own risk.

NEITHER Cascale NOR ANY OF ITS AFFILIATES, VENDORS AND LICENSORS, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ABOUT THE QUALITY, ACCURACY, RELIABILITY, AVAILABILITY, COMPREHENSIVENESS, ADEQUACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE PORTAL OR ANY CONTENT, OR THAT THE PORTAL, OR ANY CONTENT OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PORTAL OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PORTAL OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET MEMBER NEEDS OR EXPECTATIONS. CASCALE HAS NO LIABILITY FOR ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE PORTAL OR ANY CONTENT THEREIN, WHETHER PROVIDED BY CASCALE, ITS VENDORS OR LICENSORS OR ANY OTHER PERSON OR ENTITY. THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CASCALE, FOR ITSELF AND ITS AFFILIATES, VENDORS AND LICENSORS, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CASCALE OR ITS OTHER MEMBERS, LICENSORS, VENDORS, AGENTS OR ANY OTHER CONTRIBUTOR TO THE PORTAL BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH (A) THESE ToU; (B) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF REGISTRATION INFORMATION OR FEEDBACK PROVIDED ON THE PORTAL, INCLUDING ANY PERSONAL INFORMATION; (C) THE USE OR MISUSE OF THE PORTAL BY ANY PERSON OR ENTITY; (D) ANY OF THE PORTAL CONTENT; OR (E) OTHERWISE; WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CASCALE OR ANY OF ITS OTHER MEMBERS, LICENSORS, VENDORS, AGENTS OR ANY OTHER CONTRIBUTOR TO THE PORTAL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS USED IN THIS SECTION, “DAMAGES” MEANS INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, RELIANCE, EXEMPLARY AND/OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION. MEMBER RIGHT TO ACCESS AND USE THE PORTAL IS CONDITIONED UPON MEMBER'S ACCEPTANCE OF THESE ToU, INCLUDING BUT NOT LIMITED TO ITS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY. MEMBER AGREES THAT ITS EXCLUSIVE REMEDY SHALL BE TO IMMEDIATELY STOP USING THE PORTAL. MEMBER AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS LICENSE AGREEMENT AND ToU AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, THE AGGREGATE LIABILITY OF CASCALE OR ANY OF ITS OTHER MEMBERS, LICENSORS, VENDORS, AGENTS, OR ANY OTHER CONTRIBUTOR TO THE PORTAL WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

 

Indemnity

Member agrees to defend, indemnify, and hold harmless Cascale and its other members, licensors, vendors, and any contributors to the Portal and their respective officers, directors, members, managers, employees, consultants, agents, and representatives, (collectively, the “Indemnified Parties”), from any and all claims, liability, damages, losses, suits, expenses, and/or costs (including reasonable attorneys' fees) (collectively, “Claims”) suffered by Member arising from or relating to (i) Member's access or use of the Portal (ii) Member violation of these ToU, (iii) Member violation of any applicable law or regulation, including violation of federal and state antitrust statutes, rules or regulations, (iv) Member anti-competitive practices, or (v) Member Data. Member should not use Portal information as a sole or contributing factor in making business decisions regarding any supply chain partners, and Member agrees to defend, indemnify, and hold harmless the Indemnified Parties from third-party Claims arising from Member business decisions directly or indirectly or wholly or partly based on the Portal. Cascale will endeavor to notify Member promptly of any such Claim and will provide Member with reasonable assistance, at Member's expense, in defending any such Claim.

Cascale shall have and retain all right, title and interest in and to the Portal, including without limitation all rights in the trademarks, patents, copyrights, trade secrets and other intellectual property and proprietary rights provided on the Portal. Except for the license provided hereunder, Member does not acquire any right, title or interest in or to the Portal.

Higg Index Assessment Sourced Data

Provenance

Data from Higg Index Assessments (FEM, FSLM, and BRM) are entered by individual assessment takers. Therefore the accuracy of individual Data points is primarily reliant on the controls and processes of the assessment takers, which vary and are outside of Cascale's control.

Verification

Some Higg Index data is subject to verification processes after Data is entered by the assessment taker. These verification processes are intended to provide additional confidence regarding the accuracy of Data but cannot guarantee the accuracy of any Data.

Analysis

In the process of analysis, aggregation, and reporting Cascale may apply data quality screening and adjustment techniques to Higg Index assessment sourced data. These techniques are intended to increase the usefulness and applicability of the processed Data sets by performing functions such as removing outliers and smoothing noise. These processes cannot guarantee the accuracy of any Data they are applied to and may make data less reliable in certain circumstances or in certain use cases. Every effort is made to declare and describe all processing done to raw Data and how it may affect downstream use of reporting but it not all uses or effects are foreseeable.

Governing Law

These ToU and Member's use of the Portal shall be construed in accordance with and governed by the laws of the United States and the State of California, without regard to their rules regarding conflicts of law.  Member irrevocably consents to the exclusive jurisdiction and venue of the state or federal courts in San Francisco, California, USA for all disputes arising out of or related to the use of the Portal and these ToU, and Member hereby submits to the personal jurisdiction of such courts. Cascale and Member agree that the Uniform Computer Information Transaction Act (UCITA), or any version of UCITA adopted by any state, including California, will not govern or be used to interpret these ToU. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to these Terms. MEMBER AGREES THAT MEMBER MAY ONLY BRING CLAIMS AGAINST CASCALE AND ANY INDEMNIFIED PARTY IN MEMBER INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

 

Miscellaneous

These ToU constitute the entire agreement between Cascale and Member regarding Member's access and use of the Portal, and supersedes any prior agreements between Member and Cascale concerning these matters.  If any of these ToU is found to be inconsistent with applicable law, void, or unenforceable for any reason, the remaining portions (and any partially-enforceable provisions) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. Cascale's failure to enforce any of these ToU will not be deemed a waiver of such term or any other terms herein or a consent to any subsequent breach of the same or another term. Member may not assign or transfer its rights and obligations under these ToU without the prior written consent of Cascale. Cascale may assign or transfer its rights and obligations under these ToU at any time and without notifying Member. Any of the ToU that are, by their nature, intended to survive termination shall survive termination. Section titles are for convenience only and have no legal effect. The Indemnified Parties are third-party beneficiaries to these Terms.

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