The Partnership for Carbon Transparency (“PACT”) is a project of the World Business Council for Sustainable Development (WBCSD) to increase transparency of carbon emissions (the carbon footprint) across industries and sectors, has established specifications for the exchange of Scope-3 carbon footprint data to enable companies and other persons to exchange their carbon footprint data (the “Specifications”). PACT invites companies and other persons to submit to PACT for (i) review for compliance with the Specifications and other requirements any technical solution for the exchange of Scope-3 carbon footprint data (“Solution”) and any industry-specific extension to PACT’s data model for the exchange of carbon footprint data (“Extension”), and (ii) upon PACT’s determination of such compliance of such technical solution (“Conforming Solution”) or such compliance of such industry-specific extension (“Conforming Extension”), the publication thereof in PACT’s publicly accessible digital catalog of Conforming Solutions and Conforming Extensions (the “Catalog”), which PACT makes available on this website (or any other, different, or additional website as may be determined by PACT from time to time) (the “Website”).
These Submission Terms and Conditions (these “Terms”) constitutes a legally binding contract between the company or other person who accepts these Terms, or on whose behalf these Terms are accepted, on the Website (“Contributor”) and PACT upon Contributor’s acceptance thereon on the Website. These Terms govern the submission by Contributor of a Solution (“Proposed Solution”) or an Extension (“Proposed Extension”) for review and determination by PACT whether the Proposed Solution meets the requirements of a Conforming Solution or the Proposed Extension meets the requirements of a Conforming Extension and should be included in the Catalog based on such documentation, materials, and information submitted upon acceptance of these Terms (the “Contributed Material”) and, upon acceptance by PACT, the listing of the Contributed Material as a Conforming Solution or a Conforming Extension in the Catalog. PACT and Contributor are referred to in these Terms individually as a “Party” and collectively as the “Parties”.
Please read these Terms and the information referred to or linked to in these Terms carefully and ensure that you understand them before accepting these Terms.
a. Contributor is solely responsible for the Proposed Solution or Proposed Extension and all Contributed Material and its content, including any inaccuracies, missing information, errors, and defects therein or related thereto. Contributor has no right or claim that any Contributed Material be included in the Catalog.
b. If the Contributed Material includes a conspicuous notice or marking at the time of its submission that it is confidential, PACT will make commercially reasonable efforts to maintain the confidentiality and not disclose any Contributed Material prior to the Acceptance or if PACT does not accept Contributed Material for the Catalog, until the return or destruction of the Contributed Material under Section 1.e,, provided that PACT may disclose and share any Contributed Material with any employee, consultant, and other contractor as reasonable for reviewing the Proposed Solution or Proposed Extension and the Contributed Material for compliance with the Specifications and otherwise related to the decision whether to accept it into the Catalog.
c. Contributor will, upon request of PACT, promptly provide any additional materials and information related to the Proposed Solution or Proposed Extension as PACT may request in connection with its review thereof or of the Contributed Material and its determination.
d. If PACT rejects the Proposed Solution or Proposed Extension for the Catalog, it will notify the Contributor of such rejection through the same contact information. The Contributor may make a new submission of a modified version of the Proposed Solution or Proposed Extension in a separate transaction. Unless the Contributor requests return of rejected Contributed Material within [thirty (30)] days after such notice of rejection, PACT will delete such rejected Contributed Material.
a. Following the Acceptance of the Proposed Solution or Proposed Extension, PACT will list it in the Catalog as a Conforming Solution or a Conforming Extension. Contributor hereby agrees and expressly consents that all Contributed Material for the Conforming Solution or Conforming Extension will be fully disclosed and available to the public through the Catalog.
b. PACT reserves the right to remove any Conforming Solution and any Conforming Extension from the Catalog, or suspend access thereto, at any time for any reason, including if the Conforming Solution or Conforming Extension ceases to conform to the Specifications then in effect, if a claim is made, whether to PACT or otherwise, that the Conforming Solution or Conforming Extension or its operation or use is defective, inaccurate, misleading, or subject to any error, lack of reliability, or appearance of any error or lack of reliability.
a. [LICENSE TO USERS]
b. Contributor hereby grants PACT a non-exclusive, worldwide, irrevocable, non-terminable, license to (i) use, reproduce, display, perform, and create derivative works from all Contributor Material and any other material, content, and information provided by or for Contributor to PACT in connection with the review of the Proposed Solution or Proposed Extension, and (ii) use, reproduce, display, perform, create derivative works from, distribute, publish, and make available the Proposed Solution or Proposed Extension, the Contributor Material, and any other material, content, and information provided by or for Contributor to PACT in connection with listing thereof as a Conforming Solution or a Conforming Extension or any requests by any member or the public related thereto, and (iii) use and display Contributor’s names and marks on the Website and any materials and publications of PACT in connection with, or related to, the listing of the Conforming Solution or Conforming Extension in the Catalog and any communication related thereto, all free of any royalty, fee, or other payment.
a. PACT retains sole ownership and rights in and to the Website, the Catalog, all material, content, and information thereon and therein (other than the Conforming Solutions and Conforming Extensions and any material contributed by a contributor to PACT in submitting such material for acceptance of being included in the Catalog), PACT’s marks and names, and all copyrights, trademark rights, and other intellectual property rights in and to the Website, the Catalog, such material, content, and information, and such marks and names, anywhere in the world (“PACT Property”). PACT does not, and shall not be deemed to, assign, transfer, or convey any right, title, or interest in or to any PACT Property. PACT does not, and shall not be deemed to, grant any license, lien, claim, or other right to or under any PACT Property, except solely for any use right of the Website and the Catalog as granted in writing in the [WEBSITE TERMS AND CONDITIONS].
b. Contributor retains sole ownership and rights in and to its Contributed Material and the Proposed Solution or Proposed Extension (including as Conforming Solution or Conforming Extension), Contributor’s marks and names, and all copyrights, trademark rights, and other intellectual property rights in and to the Contributed Material and any Conforming Solution or Conforming Extension thereof, such material, content, and information, and such marks and names, anywhere in the world (“Contributor Property”). Contributor does not, and shall not be deemed to, assign, transfer, or convey any right, title, or interest in or to any Contributor Property. Contributor does not, and shall not be deemed to, grant any license, lien, claim, or other right to or under any Contributor Property, except solely as set forth in these Terms.
c. Each Party shall be entitled to seek injunctive relief or specific performance in any court of applicable jurisdiction, without need or obligation to post any bond, to enforce any obligation, agreement, covenant, term and condition under this Section 4, in addition to any other rights and remedies available to such Party, all as such Party elects in its sole discretion.
a. Contributor hereby warrants and represents that (i) Contributor solely owns or has otherwise all rights to submit to PACT the Proposed Solution or Proposed Extension and all Contributed Material and any other material, content, and information provided by or for Contributor, and to grant all licenses and rights granted by Contributor, under these Terms and for the purposes set forth herein, and (ii) all content, data, and information included in the Contributed Material or otherwise provided by Contributor to PACT are accurate, correct, and complete, and Contributor will promptly notify PACT in writing if Contributor knows or believes that any such content, data, or information is inaccurate, incorrect, incomplete, or outdated, and provide as possible corrected, completed, and updated content, data, and information, (iii) the Proposed Solution or Proposed Extension is not, and no Contributed Material is, submitted or made available for any purpose or in any manner that is illegal, fraudulent, or deceptive or contradicts the purpose or philosophy underling PACT or the Catalog, and (iv) the Proposed Solution or Proposed Extension no Contributed Material infringes any patent, copyright, trademark, or other intellectual property right of any third party or misappropriates any technology, works, content, data, or information of any third party.
b. Contributor will indemnify, defend, and hold harmless PACT, WBCSD, and each of their affiliates, officers, employees, agents, and contractors from any claim, suit, action, investigation, proceeding, judgment, and order, and any damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees) related to the Proposed Solution or Proposed Extension, any Contributed Material, any other material, content, and information provided or made available by or for Contributor, any use or reliance on the Conforming Solution or Conforming Extension accepted hereunder or any Contributed Material or other material, content, or information, or any breach or violation of any representation, covenant, or obligation of Contributor hereunder or any violation of law, negligence, or willful misconduct of Contributor or any of its officers, employees, agents, or contractors..
a. PACT provides the Website, the Catalog, the listing of Conforming Solutions and Conforming Extensions, the opportunity to list any Conforming Solution or Conforming Extension, any review and consideration of any Proposed Solution or any Proposed Extension, and any services and other performance and activities under these Terms or related to the Website or the Catalog “AS IS”, without any representation, warranty, or guarantee. PACT does not make any, and hereby disclaims all, warranties, representations, and guarantees, whether express, implied, or otherwise, including all representations and warranties of merchantability, fitness for particular purpose, workmanship, title, license, and non-infringement, with regard to and in connection with the Website, the Catalog, the listing of Conforming Solutions and Conforming Extensions, the opportunity to list any Conforming Solution or Conforming Extension, any review and consideration of any Proposed Solution or any Proposed Extension, and any services and other performance and activities under these Terms or related to the Website or the Catalog, and any PACT Property, and that any information on this Website, in the Catalog, or related to any Conforming Solution or Conforming Extension is correct, complete, appropriate, or accurate or that any Conforming Solution or Conforming Extension does, in fact, conform to the Specifications or are functional or workable.
b. PACT is not and will not be liable, and disclaims any and all liability, to Contributor and any person claiming through or for Contributor, with regard to and in connection with the Website, the Catalog, the listing of Conforming Solutions and Conforming Extensions, the opportunity to list any Conforming Solution or Conforming Extension, any review and consideration of any Proposed Solution or any Proposed Extension, and any services and other performance and activities under these Terms or related to the Website or the Catalog, and any PACT Property, or the Proposed Solution or Proposed Extension or any Contributed Material or other material, content, or information of Contributor, or any loss, corruption, misappropriation, use, or disclosure thereof, or any access to or use of any Conforming Solution or Conforming Extension, or any failure, malfunction, error, or defect related thereto. To the fullest extent permissible under law, in no event is or will PACT, WBCSD or any of their affiliates, officers, employees, agents, and contractors be liable for any damages or loss, including any incidental, consequential, direct, indirect, liquidated, punitive, or other damages of any kind, loss of profit, or tangible or intangible loss or damages, under any cause of action and remedy, whether any of such damages were predictable or not. Contributor hereby waives any and all claims, rights, and remedies for any damages of any kind against PACT, WBCSD or any of their affiliates, officers, employees, agents, and contractors to the greatest extent permitted under applicable law. To the extent that the foregoing exclusion of liability is not valid or enforceable under applicable law, Contributor agrees that the total and aggregate liability of PACT, WBCSD and all of their affiliates, officers, employees, agents, and contractors is capped and limited at one thousand U.S. Dollars (US$1,000.00), for any and all claims and causes of action, under these Terms and/or related to the Website, the Catalog, any Conforming Solution or Conforming Extension, or any service, performance, and activities hereunder.
c. The foregoing disclaims, exclusions, and limitations in this Section 6 are a material part of these Terms and PACT’s performance under these Terms.
a. The term and duration of these Terms will commence upon their acceptance by Contributor and continue until expiration upon the earlier of the following: (i) the notice of rejection of the Proposed Solution or Proposed Extension by PACT, or (ii) if the Proposed Solution or Proposed Extension is accepted as a Conforming Solution or Conforming Extension, termination in accordance with Section 7.b.
b. These Terms may be terminated as follows: (i) by Contributor or PACT by written notice of termination to the other Party upon such other Party’s breach of these Terms, which notice identifies such breach, which termination shall be effective at the end of thirty (30) days after such notice if such other Party does not cure such breach within such thirty (30) days; (ii) by PACT upon written notice of termination in connection with removing the Conforming Solution or Conforming Extension accepted under these Terms from the Catalog; or (iii) by PACT upon ceasing operating the Catalog for any reason.
c. In the event of the termination of these Terms, (i) Contributor’s Conforming Solution or Conforming Extension accepted under these Terms will be removed from the Catalog, and (ii) Contributor may request return of Contributor Materials in PACT’s possession at the time of such termination within thirty (30) days after such termination, and failing that, PACT may delete and destroy such Contributor Material. The terms, conditions, and provisions set forth in Sections 4, 5, 6, and 8, and this Section 7.c, will survive and continue in effect after such termination or the expiration of these Terms..
a. The Parties are independent contractors and will always represent themselves as independent contractors. The Parties are not, and shall not be deemed to be, partners, joint venturers, co-owners, franchisor-franchisee, or otherwise participants in a joint or common undertaking. The employees or agents of one Party are not, and shall not be construed to be, employees or agents of the other Party, and such other Party shall not be liable for, have any obligations to, and may not be bound by such employees and agents of the first Party.
b. The Parties do not intend any third party to be a third party beneficiary under these Terms, and nothing in these Terms shall be construed for any third party to be a third party beneficiary or to confer any third party beneficiary rights or status on any third party.
c. Neither Party may transfer or assign these Terms or any right under these Terms, or delegate or transfer any obligation or duty under these Terms, without the prior written consent of the other Party. Any attempted assignment or delegation in contravention of the foregoing shall be null and void. These Terms shall otherwise be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.
d. The term “Section” means any of the numbered sections and subsections of these Terms. The term “including” means “including, without limitation” or “including, but not limited to”. All headings and titles are intended solely for the convenience of the Parties and will not affect the meaning or construction of any provision hereof. These Terms and its terms, conditions, and provisions shall be construed as if drafted jointly by the Parties. No presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship thereof.
e. These Terms constitute the entire understanding and agreement between the Parties hereto related to the subject matter hereof. A failure of a Party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. No right of a Party under these Terms is waived, changed, discharged, or terminated except by an instrument in writing signed by such Party through its authorized representative therefor and specifically identifying such right.
f. These Terms shall be interpreted and construed in accordance with, and the validity, enforceability, and enforcement of these Terms shall be governed by, and any dispute under these Terms shall be resolved in accordance with, the laws of the State of Texas, United States of America, without regard to its conflict of laws provisions that would result in the application of the law of a different jurisdiction. The Parties hereby disclaim and exclude the application of the U.N. Convention for the International Sale of Goods to these Terms and any transaction, order, purchase, and sale under these Terms.
g. If the address of Contributor is outside the United States: Subject to Section 4.c, any claim or dispute under these Terms shall be solely and finally settled by binding international arbitration by the American Arbitration Association in accordance with its rules governing international arbitration by an arbitrator appointed in accordance with such rules, provided that, in the event of conflict between such rules and the terms of these Terms, the terms of these Terms shall govern. The arbitration shall be conducted in Dallas, Texas, United States of America by a single arbitrator in English, and all documents and agreements shall be read, interpreted and construed from the English versions thereof. The arbitrator shall apply the law chosen in Section 8.f. The award of the arbitrator shall be final and binding against the Parties and be the sole and exclusive remedy between them regarding all claims, disputes and controversies presented or plead to the arbitrator. Each Party shall be responsible for payment of its own attorneys’ fees and costs in connection with such arbitration, provided that any costs, fees or taxes incident to enforcing an award shall be charged against the Party resisting such enforcement to the maximum extent permitted by applicable law.
If the address of Contributor is in the United States: Subject to Section 4.c, the U.S. federal courts and Texas state courts sitting in Dallas County, Texas, United States of America, shall have the exclusive jurisdiction to hear and decide any claim or dispute under these Terms. Each Party hereby agrees that the exercise of personal jurisdiction over it by such court is proper and hereby waives any objection to such exercise of personal jurisdiction. The Parties agree that Dallas County is an appropriate forum for any litigation under these Terms and waive any objection based on inconvenient forum.
h. If any provision of these Terms is held to be invalid or unenforceable, the meaning of said provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation shall save such provision, it will be severed from the remainder of these Terms, as appropriate, and such remainder of these Terms shall remain in full force and effect.
i. All notices, demands, or other legal communications to be given or delivered to Contributor shall be effective if sent by e-mail to the electronic e-mail address given by Contributor in the course of accepting these Terms. All notices, demands, or other legal communications to be given or delivered to PACT shall be writing and given by reputable express courier services (all charges prepaid) at the following address (or such other address of which such other Party has notified such Party under this Section 8.i at least thirty (30) days before such notice, demand, or other legal communication):
World Business Council for Sustainable Development (WBCSD)
Avenue de la Paix 12
1202 Geneva, Switzerland
Tel: +41 (0)22 839 3100
E-mail: [[email protected]](mailto:[email protected])
.
j. No modification, amendment, supplement to, or waiver of any provision of these Terms will be binding upon the Parties unless made in a writing specifically identifying the same and signed by each Party through its authorized representative therefor Terms.
Updated April 14, 2023.
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