1. Purpose / Recitals
    1. ADEC has developed and/or has proprietary rights to certain software applications and services, which are of interest and benefit to Client for use in the course of their business.
    2. In addition, ADEC may develop software applications or services in the future from which Client may directly or indirectly benefit.
    3. This Agreement governs the structure, use and ownership rights of such software services and applications as between ADEC and Client.
  2. Software Licensing Definitions
    1. Agreement means these terms of use, and any materials available on any ADEC website specifically incorporated by reference herein, as such, materials may be updated by ADEC from time to time in its sole discretion.
    2. Client as used herein shall include Client, Client’s Affiliates, and Users.
    3. Client Data means electronic data and information submitted by or for Client to the Services or System or collected and processed by or for Client using the Services or System.
    4. Confidential Information means all information owned, possessed or used by either party, which is not generally known to the public, that is communicated to, learned, developed or otherwise acquired by the other party or their employees or agents (a) in the performance of the Services, or (b) through any form of written, verbal or electronic communication where the party receiving the information knows or should know that such information is confidential. Confidential Information includes but is not limited to trade secrets, methodologies, financial data (including costs and price data), personnel information, records, projections, sales and marketing data, technical processes, product designs or other information regarding business operations, suppliers, customers or computer systems.
    5. Content means the audio and visual information, documents, software, products and services contained or made available to Client in the course of using the Service or the System, including third party data or other materials made available to Client by ADEC.
    6. Emergency Maintenance Outage means downtime of the System or Services outside of a planned outage or maintenance window that is maintenance to mitigate an imminent event outside of the reasonable control of ADEC.
    7. First Response means the time it takes from Client’s report of a problem, incident or defect using ADEC’s issue reporting processes until Customer speaks with the appropriate ADEC subject matter expert.
    8. Intellectual Property Rights means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
    9. Licence means these terms of use, and any materials available on any ADEC website specifically incorporated by reference herein, as such, materials may be updated by ADEC from time to time in its sole discretion.
    10. Licence Administrator(s) means those Users designated by you who are authorised to administer your use of the Service.
    11. Licence Term(s) or “Term” means the period(s) during which your organisation is licenced to use the Service pursuant to this Agreement.
    12. Licenced Products means collectively Licenced Software and Licenced Material.
    13. Linked Data means data that Client or Supplier enters into CleanChain and elects to share with one or more companies utilising the System.
    14. Maintenance Window means periods of time during which the System may see slowdowns or outages during the specified timeframe to permit ADEC to perform regular maintenance activities.
    15. Malicious Code means code, files, scripts, agents or programs intended to do harm, including for example, viruses, worms, time bombs and Trojan horses.
    16. Planned Outage means the System is unavailable for the specified timeframe to permit ADEC to perform regular maintenance activities.
    17. Resolution Time means the time it takes from Client’s report of a problem, incident or defect using ADEC’s issue reporting processes to the time ADEC implements a workaround, correction or modification to the System that corrects the problem.
    18. Service or Services means the provision, hosting, maintenance, support and other services, including professional services and data processing, performed by ADEC pursuant to this Agreement in connection with making the System available to Client.
    19. Service Order means the specific scope of work, schedule and fees mutually agreed upon between ADEC and the Client and/or Supplier to provide specific services and/or make modifications or enhancements to the Software as requested by Client. Unless otherwise agreed, any modifications or enhancements completed as part of a Service Order may be made available to other ADEC customers without restriction.
    20. Software means the specific edition, suite, application or module of ADEC’s technology identified during the ordering process and developed, operated, and maintained by ADEC, including ancillary online or offline products and services to which Client is being granted access by ADEC under this Agreement, including the Content.
    21. Supplier means any company or organisation accessing ADEC technology and entering data and information and agreeing to share that data and information with one or more licencees, including Client.
    22. System means the Software, Content, forms, reports, associated documentation, ADEC database, and all software, hardware and systems accessed or utilised by ADEC, in connection with providing access to the Software to Client under this Agreement.
    23. System Availability means the degree to which the System is operable and functionality is behaving as designed.
    24. User means Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by Client (or by ADEC at Client’s request).
  3. System Access Term
    1. Initial Term. The Term for System access granted pursuant to this Agreement shall commence as of the Effective Date and shall continue until all obligations of the parties have been met as stated in the Service Orders. The foregoing term, together with each Service Order are referred to as the “Term”. Absent termination in accordance with Section 10 below, this Agreement shall continue unless either Party provides notice of termination to the other Party at least ninety (90) days prior to the expiration of the Term.
  4. Use of Software and Content/Scope of Agreement. The Software is intended for the uses outlined in the applicable documentation and/or specifications. Any modifications or upgrades to the Software that are not planned or that Client requests requires a written scope which shall be defined within individual written Service Orders that will be entered into by ADEC and Client and incorporated into this Agreement and which will set forth the additional fees for such modifications or upgrades. Such services may include but are not limited to, a change to the user interface/experience, functional enhancements, new features, and database modifications. Unless otherwise agreed in writing by ADEC and Client, all modifications, upgrades or enhancements to the Software or the System, and all intellectual property and proprietary rights thereto, shall remain the sole and exclusive property of ADEC and ADEC shall be entitled to use all or any of the foregoing in connection with other customers. Certain of the Content is provided to ADEC by third parties and Client may have access to such Content through the use of the System, it being understood that Client’s access to certain Content may change during the Term, including if ADEC no longer has the right to use and distribute Content.
  5. Data Ownership and Accuracy
    1. ADEC shall provide Client with the means to enter (or have entered) any necessary Client Data into the System. Responsibility for ensuring that the Client Data entered is accurate and reflects Client’s requirements lies solely with Client unless otherwise indicated. Client retains ownership of all right, title and interest in and to the Client Data. Subject to Section 6 regarding Linked Data, Client grants ADEC a licence to use the Client Data to perform its obligations in accordance with the terms of this Licence and to use the data in an aggregated unidentifiable format for benchmarking, research and data analysis for ADEC and its customers. Client warrants that it may freely transmit all Client Data to ADEC or will obtain all necessary consents to do so.
    2. Client warrants information entered into the system either as Client Data or as Linked Data is accurate and reliable to the best of Client’s understanding and knowledge and agrees not to knowingly enter false or inaccurate information into the System. Client understands that ADEC does not guarantee or verify that Data entered into the System by third parties and Users are accurate or reliable and that, while all Users must agree to only enter accurate information into the System, Client understands and agrees that sole reliance upon Linked Data is at Client’s own risk.
  6. Linked Data. While Client retains ownership at all times of its Client Data provided to ADEC, if Client elects to share Client Data with one or more other companies utilising the System as Linked Data, then in addition to the rights granted in Section 5 above, Client hereby grants an irrevocable, perpetual, royalty-free, non-exclusive licence to all such Linked Data for ADEC to use the Linked Data in connection with this Licence and the Services and in connection with the provision of services to other ADEC customers and such other companies. Linked Data is limited to the Client Data entered during that period of time in which Client elects to share Client Data with one or more other companies utilising the system and does not include data prior to that time or after Client stops sharing. Client understands that the Linked Data and Client’s identity may remain accessible to the other companies to which the Client agreed to share Linked Data even after Client decides to stop sharing new data, information, or material, and even after the expiration or termination of this Licence.
  7. Fees and Payments
    1. Licensing Fees. Fees related to the System cover hosting, availability and maintenance of the System.
    2. Additional Fees. Additional fees related to System and Services may apply and shall be set forth in the Service Order. These may include:
      1. Configuration fees;
      2. Training fees;
      3. Integration fees;
      4. Request for additional users/sites, reconfiguration of data input, database, calculations, reporting requirements, advanced analytics, business intelligence and dashboards; and
      5. Fees for other professional, data processing or software services to be charged on an as-quoted basis.
    3. Fee Modifications. ADEC reserves the right to modify its fees and charges, as well as introduce new charges that would take effect at the start of the renewal term immediately following the then current term. All pricing terms are confidential, and Client agrees not to disclose them to any third party.
    4. Payment. Client will pay the amounts set forth on each invoice, Service Order or other ordering document or as otherwise agreed in writing by both parties (“Fees”). Fees are exclusive of taxes, levies, duties, governmental charges or expenses, including wire or bank expenses for payment. In addition to the Fees and expenses specified in this Agreement, Client is solely responsible for and will pay (or reimburse ADEC for) all withholding, value added and sales taxes due, except for taxes on ADEC’s income.
    5. Payment Terms. Unless otherwise set forth in a Service Order or other ordering document, ADEC will invoice Client for the Fees, and Client will pay such invoices within thirty (30) days of the invoice date. Licence Fees may be requested in advance. Payment will be submitted to ADEC via check, electronic funds transfer or wire. Any unpaid, undisputed amount will accrue interest at the rate of one and one-half percent (1 1/2%) per month or the highest rate permitted by law, whichever is less. Client will be liable for all costs and expenses attendant to collection of past due amounts, including reasonable legal and other professional fees and expenses of litigation. ADEC’s rights under this section will be in addition to all other rights and remedies available to ADEC upon Client’s default.
    6. Suspension of Services.
      1. In addition to any other rights granted to ADEC herein, ADEC reserves the right to suspend or terminate this Agreement and Client’s access to the System and/or Services if Client’s account becomes more than 30 days delinquent (falls into arrears).
      2. Client will continue to be charged for User licences during any period of suspension. If ADEC initiates termination of this Agreement for cause, Client will be obligated to pay the balance due.
      3. ADEC reserves the right to impose a reconnection fee in the event Services are suspended pursuant to this Section and Client thereafter requests access to the System and/or Services.
      4. ADEC will have no obligation to retain Client Data or provide access to Linked Data. In addition, any such Client Data may be irretrievable and inaccessible if Client’s account is thirty (30) days or more delinquent.
  8. Your Statutory Right to Cancel
    1. As a consumer, you have a statutory right to cancel your Services with us up to 14 Calendar Days after the Agreement between you and Us is formed. You may cancel your Agreement with us for any reason under this right.
    2. If you have requested that the Services begin within the 14 Calendar Day cancellation period, your statutory right to cancel may be limited or lost. By requesting that the Services begin within the statutory cancellation period you acknowledge and agree that:
      1. If the Services are fully performed within the 14 Calendar Day cancellation period, you will lose your right to cancel after the Services are fully performed.
      2. If you cancel the Services after they have begun but are not yet complete (where applicable) you will be required to pay for the Services supplied up to the time at which you inform us that you wish to cancel. The amount due shall be calculated in proportion to the full price of the Services and the actual Services already provided. Any sums that you have already paid shall be refunded subject to deductions calculated in accordance with the foregoing.
    3. If you wish to exercise your right to cancel, you must inform us in writing of your decision to cancel. Please ensure that you inform us of your decision to cancel before the Right to Cancel period expires (note that the cancellation period is defined as whole Calendar Days. If, for example, you send us an email or a letter by 23:59 on the final day of the cancellation period, your cancellation will be valid and accepted).
    4. Refunds will be issued to you no later than 30 Calendar Days after the date on which you inform us that you wish to cancel.
    5. Refunds will be made using the same payment method you used when ordering the Services minus any associated bank fees.
  9. Verification.
    1. ADEC may, at its expense, audit Client’s use of the System, provided that any such audit shall not materially interfere with Client’s business activities. ADEC shall also be permitted to conduct automated audits at its discretion, provided that such automated audits take place without accessing Client’s internal information technology networks and do not materially interfere with Client’s use of the System. If an audit reveals that Client has underpaid fees to ADEC, Client shall pay ADEC such underpaid fees and if any such underpayment exceeds five percent (5%) of the amounts due, Client shall pay ADEC the reasonable costs of the audit. Client shall cooperate with ADEC lo provide passwords and other information necessary for ADEC to conduct such audits.
  10. System Access
    1. Use of System. ADEC hereby grants to Client a limited, royalty-free, non-exclusive, non-transferable, non-sub-licensable and irrevocable, unless terminated per Section 10 of this Agreement, right to use the System during the Term, solely for Client’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to Client are reserved by ADEC and its licensors. Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
  11. Term and Termination
    1. Termination Upon Expiration of Term. This Agreement will terminate upon the later of completion and delivery to Client of all work specified in the Service Order or other ordering document by ADEC, and upon termination of the Term (as specified in Section 3 above).
    2. Breach of Contract. Any breach of Client’s payment or other obligations or unauthorised use of the System or any Service will be deemed a material breach of this Agreement. In the event that such material breach is incurable or is not remedied within thirty (30) days’ of notice thereof, ADEC, in its sole discretion, may withhold professional services, documents or deliverables, terminate Client’s password, account or use of the System or Service and/or terminate this Agreement. If termination of the Agreement is the result of a material breach by Client, Client agrees and acknowledges that ADEC has no obligation to retain or provide Client access to the Client Data. Client may also immediately terminate this Agreement for cause if:
      1. there are any actual or threatened intellectual property infringement claims relating to the Services or the System; or
      2. ADEC voluntarily or involuntarily files for bankruptcy protection, becomes incapable of paying then current amounts due to any vendor, client, agency or entity, or initiates any type of receivership or winding up.
    3. Effect of Termination. Upon termination for any reason, Client shall cease all use of the System, and Client shall be entitled to receive an electronic copy of the Client Data it has input into the System; provided, however, the licence granted to ADEC in Section 5 above shall survive the expiration or termination of this Agreement. ADEC will also provide all documentation and deliverables that have been completed and paid for until the date of Termination. Sections 1, 5, 6, 7, 10.3, 11, 16-21 and 23-25 will survive the expiration or termination of this Agreement.
  12. Limitations and Restrictions. The System and Services include confidential and proprietary information. Client shall not disclose, provide or use, directly or indirectly, any of the System or Services or any portion thereof to or in connection with any other party.
    1. Limitations. Client shall not: (i) licence, sublicence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, System or the Content in any way; (ii) modify or make derivative works based upon the Service, System or the Content; (iii) create Internet “links” to the Service or the System or “frame” or “mirror” any Content on any other server or wireless or Internet-based device without express written agreement by both Parties; (iv) or reverse engineer, access, or provide access to the Service or System, including in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or System, or (c) copy any ideas, features, functions or graphics of the Service or System.
    2. Password Protection. Client agrees to maintain the privacy of usernames and passwords associated with ADEC Services and the System. Client is fully responsible for all activities that occur under Licence’s password or Internet account, including all User accounts, and will cooperate with ADEC in the enforcement of this Agreement against all Users. Client will implement reasonable controls to ensure that the System is only accessed and used by the then-currently authorised Users and to ensure that each User’s access to and use of the System is in compliance with the terms of this Agreement. Client agrees to immediately contact ADEC of any unauthorised use of Client’s or a User’s password or account or any other breach of security. ADEC shall not be liable for any damages incurred by Client or any third party arising from Client’s failure to comply with this section. ADEC will have the right to immediately terminate the affected Service Order and discontinue a User’s access to and use of the System if such User breaches the terms of this Agreement or otherwise impedes or disrupts any third party’s use of the System. Where reasonably possible, ADEC will deliver notice to Client of the termination of a User’s access to and use of the System.
    3. Reservation of Rights. Subject to the limited rights expressly granted hereunder, all software and products licenced or made available to Client hereunder are the licenced and/or owned property of and embody the proprietary trade secret technology of ADEC and/or its licensor(s) and are protected by copyright laws, international copyright treaties, as well as other intellectual property laws, that among other things, prohibit the unauthorised use and copying of any ADEC products. Client receives no rights to any ADEC products or intellectual property of ADEC or its licensors, except as expressly stated herein.
  13. Training and Implementation of Services. All training and implementation services shall be provided under the terms of a separate written agreement or Service Order. To the extent any additional services are requested by Client and not otherwise covered in a written agreement, Client will be charged at ADEC’s current rate plus all reasonable travel, lodging, and meal expenses.
  14. Other Services. Any other services, including but not limited to data management, processing and/or professional/technical consulting services shall be provided under the terms of a separate written agreement or Service Order. To the extent any additional services are requested by Client and not otherwise covered in a written agreement, Client will be charged at ADEC’s current rate plus all reasonable travel, lodging, and meal expenses. In absence of such a Service Order, Client acknowledges and agrees that ADEC is not providing any consulting or advisory services to Client, legal or otherwise, in connection with the System, Client Data or otherwise, including with respect to the input of the data, the accuracy of the data, its evaluation, or its compilation for internal or external reporting purposes.
  15. Maintenance and Support
    1. Scope of Maintenance. ADEC is responsible for the operation, maintenance and management of the System.
    2. Monitoring of System and Services. ADEC shall provide 24 hour a day, 7 day a week, 365 day a year monitoring of critical computing infrastructure, and related software services within the hosting environment.
    3. Maintenance. ADEC will provide regular and ongoing maintenance of the System to correct bugs or other errors in the System. Maintenance will be scheduled so as to cause as minimal interference with Client usage as reasonably possible. During the Maintenance Window, Client may experience slowdowns or outages. Reasonable efforts will be made to complete maintenance within the designated Maintenance Window.
    4. Planned Outage. ADEC will perform regular maintenance which will at times require Planned Outage of the System. 24 hours’ notice will be provided to Client of any such Planned Outage and ADEC will use reasonable efforts to schedule such maintenance activities between the hours of 5:00 PM and 5:00 AM Pacific Standard Time.
    5. Emergency Outage. ADEC may need to perform an Emergency Maintenance Outage for System maintenance. ADEC will use commercially reasonable efforts to notify Client prior to any such Emergency Maintenance Outage or as soon as reasonably possible after beginning an Emergency Maintenance Outage.
    6. Client Notification. Client shall notify ADEC immediately of any unexpected outages or system malfunctions. ADEC shall provide a First Response to Client to assess the problem and provide a Resolution Time estimate for resolution of the issue.
    7. Technical Support. Technical support not otherwise contemplated in this Agreement may incur additional fees. ADEC shall provide a reasonable assessment of such fees to Client prior to completion of support services.
    8. Warranties. ADEC warrants that it will provide 99% System availability as measured on a monthly basis, excluding any System maintenance or force majeure events that result in the System not being available to any User, as measured and monitored from ADEC facilities. The System Availability measure shall not include interruptions caused by Client’s equipment, local area network, Client caused interruptions, internet system providers or interruptions, or third parties.
    9. Internet Delays. The System and ADEC Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications out of ADEC’s control. ADEC is not responsible for any delays, delivery failures, or other damage resulting from such problems and any unavailability of the System due to any of the foregoing will not count against the System availability warranty set forth above.
    10. Errors. Under no circumstances does ADEC warrant or represent that all System errors or bugs can or will be corrected.
    11. Client Obligations. ADEC’s ability to fulfil its support obligations is conditioned upon Client: (a) promptly providing all relevant information necessary for ADEC to respond to a support request; (b) providing all relevant Information and any additional requested information and documentation necessary for ADEC to reproduce the error; (c) designation of primary and secondary contacts (along with afterhours contact Information for such people) who have been trained on the System and who can provide ADEC with all requested information; (d) submission of support requests promptly in response to a System error; (e) using commercially reasonable efforts to diagnose and resolve problems in the operation of the Client’s interface to the System prior to contacting ADEC for support; (f) using commercially reasonable efforts to confirm that reported problems are not due to Client’s system or third-party system; (g) consultation of ADEC documentation before submitting requests; and (h) providing ADEC with remote access to Client’s systems.
    12. Out-of-Scope. If ADEC determines that a reported problem is not a System error, ADEC will Inform Client and work with Client to attempt to identify the problem. For problems not solely caused by ADEC or problems that are not System errors, including problems caused by Client’s or third party equipment or environment, then ADEC may charge Client reasonable fees for services performed to diagnose and efforts to repair such problem. Without limiting the foregoing, the following support services are outside the scope of ADEC’s support obligations: (a) support provided outside of mutually agreed upon business hours or timeframes; (b) support which becomes necessary due to failure of computer hardware, equipment or programs not provided by ADEC, negligence of Client, error by Client in operation of the System, or improper modification or use of hardware or software by Client; (c) maintenance and support of hardware, software programs, or data connections owned, operated or develop by Client; and/or (d) development, customisation, coding, installation, integration, consulting, and training.
    13. EXCLUSIONS. Notwithstanding any other provisions of this Agreement, ADEC shall not be responsible for any failure to meet the service level or support commitments set forth above if such failure is due to:
      • Client acts or omissions, including any Client misuse or abuse of the System or use in violation of the Agreement;
      • Any force majeure event;
      • Third party or Client software, content, data, or services;
      • Viruses not prevented by ADEC’s application of industry standard anti-virus software;
      • Client’s or any User’s violation of the Agreement;
      • Malicious attacks on the System not prevented by ADEC’s application of industry standard intrusion prevention software;
      • An increase in System utilisation by Client beyond the agreed upon and paid for hosting capacity.
    14. Sole Remedy. The foregoing constitutes Client’s sole and exclusive remedy and ADEC’s entire liability for System downtime.
  16. Intellectual Property Rights. Without limiting the generality of the provisions included in the Agreement, ADEC shall at all times solely and exclusively own all rights, title, and interest in and to the System and Content and any and all improvements, enhancements, derivative works and extensions thereof, and all intellectual property rights therein. Client shall not remove, modify, or obscure any ADEC or other copyright, trademark, and other proprietary notices affixed to or displayed on the System, and shall not allow any third party to take any such action.
  17. Password Protection. Client agrees to maintain the privacy of usernames and passwords associated with ADEC Services and the System. Client is fully responsible for all activities that occur under Licence’s password or Internet account, including all User accounts, and will cooperate with ADEC in the enforcement of this Agreement against all Users. Client will implement reasonable controls to ensure that the System is only accessed and used by the then-currently authorised Users and to ensure that each User’s access to and use of the System is in compliance with the terms of this Agreement. Client agrees to immediately contact ADEC of any unauthorised use of Client’s or a User’s password or account or any other breach of security. ADEC shall not be liable for any damages incurred by Client or any third party arising from Client’s failure to comply with this section. ADEC will have the right to immediately terminate the affected Service Order and discontinue a User’s access to and use of the System if such User breaches the terms of this Agreement or otherwise impedes or disrupts any third party’s use of the System. Where reasonably possible, ADEC will deliver notice to Client of the termination of a User’s access to and use of the System.
  18. Ownership. ADEC warrants and represents that: (a) ADEC has the full and unrestricted right, power and authority to enter into this Agreement and to perform its obligations in accordance with the terms of this Agreement; (b) ADEC has all right, title and interest in the Licenced Products and in all related copyrights and other intellectual property rights, and that ADEC has the right to licence the Licenced Products to Client for use in accordance with the terms of this Agreement; (c) no portion of the Licenced Products infringes upon any copyright, trademark, trade secret, patent, right of publicity, or right of privacy of a third party or otherwise violates the rights of any third party; (d) that Licensor’s performance of services and grant of licences under this Agreement will not violate any agreement to which ADEC is a party or any applicable law, rule or regulation; and (e) ADEC has given no commissions, payments, gifts, kickbacks, lavish or extensive entertainment, or other things of value to any employee or agent of Client or of an Affiliate in connection with this Agreement.
  19. Disclaimer. EXCEPT FOR THE WARRANTIES STATED HEREIN, THE SYSTEM AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, AND LICENCEE’S USE OF THE SYSTEM AND SERVICES IS SOLELY AT LICENCEE’S OWN RISK. ADEC DOES NOT WARRANT THAT THE SYSTEM OR SERVICES WILL MEET LICENCEE’S REQUIREMENTS OR THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ADEC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, CONCERNING THE SYSTEM, THE SERVICES OR OTHERWISE RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ANY STATUTORY WARRANTIES OF NON-INFRINGEMENT.
  20. Limitation of Liability. EXCLUDING THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS, OR DAMAGES ARISING FROM OR OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM LICENCEE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM (OR THE AMOUNT PAID FOR THE INITIAL TERM IF DURING THE INITIAL TERM). EXCLUDING THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS, OR DAMAGES ARISING FROM OR OUT OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SYSTEM OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SYSTEM, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SYSTEM, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  21. Governmental Matters
    1. Governmental Approval or Registration. If this Agreement or any associated transaction is required by the law of any nation to be either approved or registered with any governmental agency, Client shall assume all legal obligations to do so. Client shall notify ADEC if it becomes aware that this Agreement is subject to an English or foreign government reporting or approval requirement. Client shall make all necessary filings and pay all costs including fees, penalties, and all other out-of-pocket costs associated with such reporting or approval process.
    2. Export Control Laws. Client shall observe all applicable English and foreign laws with respect to the use of the System and the transfer related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations and the Export Administration Regulations.
  22. Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its affiliated companies, current and former officers, directors, employees, agents and representatives from and against any and all third-party claims (including employment claims), causes of action, suits, damages, losses, costs and expenses (including, without limitation, attorneys’ fees and costs) arising out of or caused by the willful or negligent acts, errors or omissions of the indemnifying Party in connection with this Agreement.
  23. Non-Disclosure. All Confidential Information (information that is proprietary to disclosing Party) disclosed hereunder will remain the exclusive and confidential property of the disclosing Party. The receiving Party will not disclose the Confidential Information of the disclosing Party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing Party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving Party will limit access to Confidential Information to its affiliates, employees and authorised representatives with a need to know and will instruct them to keep such information confidential and will only use Confidential Information in connection with the performance of this Agreement. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing Party (a) to the extent necessary to comply with any law, rule, regulation or ruling applicable to it, (b) as appropriate and with prior notice where practicable, to respond to any summons or subpoena or in connection with any litigation, and (c) relating to a specific employee, to the extent such employee has consented to its release. Upon the request of the disclosing Party, the receiving Party will return or destroy all Confidential Information of the disclosing Party that is in its possession. The obligations and restrictions contained in this Section do not apply to information: (i) which is now or subsequently becomes publicly available other than by breach of this Agreement; (ii) which was already in the recipient’s possession and at its free disposal at the time of disclosure and was not obtained directly or indirectly from discloser; or (iii) which is independently developed by the recipient without use of the other Party’s Confidential Information.
  24. Insurance
    1. Both Parties. Both Parties to this Agreement will, during the Term, procure and maintain the following:
      1. General liability coverage in which the minimum policy limit is $1,000,000, combined single limit for both bodily injury and property damage. Upon either Party’s request, the other Party will provide certificates evidencing such insurance. Each Party will give the other Party thirty (30) days prior written notice of any cancellation of, or material change in, the terms of each such policy.
    2. Limits of Liability. ADEC makes no representation that the insurance specified to be carried by Client under the terms of this Agreement are adequate to protect Client against Client’s undertaking under this agreement.
    3. Errors and Omissions. ADEC also agrees to carry Errors & Omissions insurance in the minimum amount of $1,000,000 by a qualified carrier in California, during the Term.
  25. Notices. Any notices given by either Party hereunder will be in writing and will be given by personal delivery, national overnight courier service, by email, receipt requested, or by postal service, certified or registered, postage prepaid, return receipt requested, to ADEC at the address specified below or to Client at the address specified during System Registration. All notices will be deemed effective upon personal delivery, return receipt received for emails, or two (2) business days following delivery confirmation with any overnight courier services. All notices related to this Agreement shall be addressed to the following:
    To ADEC: ADEC Solutions Limited Attn: CleanChain. Unit 7 The Courtyard, Furlong Road, Bourne End SL8 5AU
  26. General Provisions
    1. Binding. This Agreement shall inure to the benefit of, and be binding upon the Parties hereto, together with their respective legal representatives, successors, and assigns.
    2. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the laws of England. The parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
    3. Marketing and Public Relations. Client will endeavour to include the name of ADEC in all program-related press releases and promotional materials and advertisements to which ADEC’s Services contributed. ADEC can include the name and logo of Licencee in its marketing and promotional materials. Any Public Relations efforts will be mutually agreed and implemented per the agreed upon plan.
    4. Authority. Each Party hereto represents and warrants to the other Party that the persons executing this Agreement on behalf of such Party are duly authorised to execute and deliver this Agreement on behalf of such Party, and by so executing this Agreement, said Party is formally bound to the provisions of this Agreement, and said Party is a validly existing entity with full right and authority to enter into this Agreement and perform hereunder.
    5. Total Agreement. This Agreement and all exhibits hereto constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, any representations or communications. The terms of this Agreement may not be amended except by a writing executed by both Parties.
    6. Non-Waiver. No waiver by either Party of any breach or default of any covenant or agreement set forth in this Agreement shall be deemed a waiver as to any subsequent and/or similar breach or default.
    7. No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
    8. Assignability. Unless specifically stated otherwise within this Agreement, this Agreement is personal to the Parties hereto and may not be assigned without written consent of the Parties. Such written consent of a Party shall not be required if assignment of this Agreement is in conjunction with any merger or sale of all or substantially all of a Party’s assets to which this Agreement pertains. ADEC reserves the right to terminate this Agreement in the event that written consent (when required) is not obtained prior to assignment of this Agreement by Client.
    9. Failure to Perform. In the event of a failure of performance due under this Agreement and if it becomes necessary for either Party to undertake legal action against the other on account thereof, then the prevailing Party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.
    10. Records Retention. ADEC will keep and maintain invoices and financial records related to this Agreement in an organised manner. Records will be kept for three (3) years from the date of termination of this Agreement.
    11. Headings. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
    12. Severability. In the event that any of the provisions contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provisions had never been contained in it.
    13. Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or in Portable Document Format (“PDF”) and the Parties agree that such facsimile or PDF execution and delivery shall have the same force and effect as delivery of an original document with original signatures, and that each Party may use such facsimile or PDF signatures as evidence of the execution and delivery of this Agreement by all Parties to the same extent that an original signature could be used.
    14. FORCE MAJEURE. If the performance of any part of this Agreement by the parties is prevented, hindered, delayed or otherwise made impracticable by reasons including, but not limited to, any flood, riot, terrorism, earthquake, fire, judicial or governmental action, labour disputes, act of God, healthcare emergency, pandemic, loss of utilities, supply chain disruptions, or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered, or delayed by such causes; provided, however, that if such period of force majeure lasts more than thirty (30) days, then the other party hereto may terminate this Agreement by use of the termination methods listed in this Agreement. If this provision of force majeure is relied upon, the party receiving services shall compensate and the party providing services shall be compensated for all time and material and/or services rendered up to the date of termination.
  27. Hazardous Materials. It is understood and agreed that in seeking the professional services of ADEC under this Agreement, Client does not request ADEC to undertake to perform any services, studies, or tests, or to make any determinations involving hazardous substances, as defined by federal law. Therefore, ADEC undertakes no such obligation hereunder, and Client agrees to hold harmless, indemnify, and defend ADEC from and against all claims, losses, damages, and liability about hazardous materials.