Welcome to the EO100 Platform. If you continue to use and browse this online platform, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our confidentiality agreement with you (Confidentiality Agreement) and any Special Conditions (defined below), govern Equitable Origin’s relationship with you in relation to this online platform. If you disagree with any part of these terms and conditions, please do not use our online platform (‘EO100™ Platform’). The term ‘Equitable Origin’ or ‘us’ or ‘we’ refers to the owner of the online platform (Equitable Origin) whose registered office is Equitable Origin Inc., 1801 Main Street 10th Floor Houston, TX 77002 USA. Our company registration number is 47-4007160, and we are a not-for-profit organisation. The term ‘you’ refers to the Participant using our online platform.

1. Agreed Terms

The following definitions and rules of interpretation in this clause apply in these terms and conditions:

2. Your Responsibilities

1. You must provide true, current, accurate and complete information about you to each question or data entry point during the registration process, due diligence assessment and continuous improvement processes. It is your responsibility to keep this and related organisational details and data current, accurate and complete when your details change or are altered by the Platform.

2. You are responsible for all your acts or omissions in respect of the Platform, including the content of communications and data transmissions uploaded or made by you through the Platform.

3. You will not publish, distribute or disseminate defamatory or otherwise unlawful material through the use of the Platform.

4. You will not use the Platform to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy) of others.

5. You will not use the Platform to infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

6. Failure to observe any of the foregoing limitations may result in civil or criminal liability, and/or the immediate termination of your access to the Platform at our option.

3. Terms of Service

1. These terms and conditions set out the basis upon which the Platform will be made available to you. By registering, you warrant that you will provide accurate information (including personal information) and keep it updated.

2. The Agreement is made between Equitable Origin and you.

3. You confirm and warrant that all the information you have supplied when you registered for the Platform and all information supplied or uploaded to the Platform in the future will be true, complete and accurate in all respects.

4. Provision of the Service

1. Subject to observing these terms and conditions, Equitable Origin shall make available the use of the Platform to you.

2. You shall use the Platform solely for its proper use as set out in these terms and conditions.

3. You acknowledge that the Platform consists of the storage and management of Data provided by you and other Participants. Each Participant is responsible for the content of that Data. Equitable Origin is not responsible for any Data uploaded to the Platform except the Data it uploads to the Platform.

4. You shall observe all relevant national and international laws and regulations in your use of the Platform and shall not interfere with the use of the Platform by other Participants.

5. You acknowledge that you must provide for your own access to the World Wide Web, pay any service fees and telecommunication charges associated with such access and provide and maintain all hardware and software, including a compatible web browser, for you to browse the Platform and upload and download Data. You are responsible for ensuring that the configuration of hardware and software used by you to access the Platform are compatible with the Platform.

6. Equitable Origin itself or through its contractors may:

6.1. For operational reasons, modify the technical specification of the Platform, provided that any change to the technical specification does not materially adversely affect the performance of the Platform; 6.2. Suspend the Platform in whole or in part for operational reasons such as maintenance or because of an emergency; and 6.3. Suspend or discontinue the EO100 Platform in whole or in part or remove or disable access to any Data uploaded to the EO100 Platform if Equitable Origin considers that continued provision of the Platform would violate any applicable law, rule or regulation or upon Equitable Origin obtaining actual knowledge of the fact that a court or an administrative authority has ordered such suspension, discontinuance, removal or disablement or of any allegation of unlawful activity in relation to such Data.

7. You agree that Equitable Origin shall not be liable to you or any third party for any such modification, suspension, discontinuance, removal or disablement.

5. Your Responsible Usage

1. You acknowledge that Equitable Origin may take all reasonably necessary steps to ensure the efficient operation of the Platform.

2. You must comply with our rules, regulations and acceptable usage policies. If you act recklessly or irresponsibly or endanger the network or systems, your access to the Platform may be suspended or terminated at any time.

3. You will be notified, at our option, prior to suspension or termination of your access to the Platform.

4. You take full responsibility for maintaining the security of your account. Unauthorised usage of your account by a third party will result in you being responsible for any damages or charges incurred and termination of your access to the EO100 Platform at our option.

[https://www.equitableorigin.org/privacy-policy/]

1. Storage, transmission or distribution of any material in violation of national or local legislation is prohibited. This includes copyright material, material reasonably judged as threatening or obscene, or material protected by trade secrets.

2. You must not use, or allow any other person to use, the network and systems for any activities of an illegal or fraudulent nature, including any activities prohibited under the laws of England and Wales or any other law applicable to you or your jurisdiction.

6. Data Use and Access

Any personal information you provide to us via the Platform is governed by our Privacy Policy which is incorporated into this Agreement.

7. Data Ownership

Your ownership of the Data and Data confidentiality are subject to the Confidentiality Agreement.

8. Intellectual Property

1. All intellectual property rights in and to any content, data and/or documents that Equitable Origin posts, uploads and otherwise makes available to you (“Equitable Origin Material”), shall, as between you and Equitable Origin, be and remain vested in Equitable Origin.

2. You warrant to Equitable Origin that the Data uploaded by you are your intellectual property or are licensed to you for such use and that Equitable Origin's receipt, storage and transmission of Data in connection with the Platform shall not infringe the rights of any third party. You shall indemnify Equitable Origin against all liabilities, costs, expenses, damages and losses (including but not limited to any reasonable legal costs and all other reasonable professional costs and expenses) suffered or incurred by Equitable Origin arising out of or in connection with any breach of the warranty set out in this clause 8.2.

3. For the purpose of providing the Platform, you grant to Equitable Origin and its contractors all necessary license rights, including the license to load, store and copy for archival or backup purposes Data uploaded by you.

4. For the term of this Agreement, Equitable Origin grants to you a limited and non-exclusive license to download, store and use the Equitable Origin Material for internal business purposes and only as expressly permitted by Equitable Origin policy and the Confidentiality Agreement. You may not sublicense or commercially exploit the Equitable Origin Material, in whole or in part, without the express written consent of Equitable Origin.

5. You hereby consent to the other Participants using the Data uploaded by you to the Platform to the extent it is made available to them through the Platform in compliance with these terms and conditions.

6. All intellectual property rights in software, graphics, interfaces, tools, forms, data files, manuals, methods, procedures, concepts, ideas, creations, inventions, know-how, and other intellectual property in and in relation to the Platform are and will remain the exclusive property of Equitable Origin’s and/or their contractor (TDi Sustainability or “TDi”).

7. The intellectual property rights in the content of the Platform ("TDi IP") are being made available to the Participant through Equitable Origin’s agreement with TDi. Subject to the Participant's compliance with the terms of the Agreement, Equitable Origin and TDi grant to the Participant a non-exclusive, royalty-free license to use, reproduce, and display the TDi IP as required by the Participant for the purpose of the proper use of the Platform only. The Participant may not use, reproduce, or display TDi IP in any manner not permitted by this Agreement.

9. Data Breaches

1. If we discover that your Data has been lost or compromised, we will notify you as soon as reasonably practicable by email and/or telephone, unless that notification would compromise a criminal investigation into the breach.

2. When we are in possession of evidence of criminal activity associated with the breach (such as hacker activity) we will notify appropriate law enforcement agencies.

10. Publicity

1. You may not issue any news release, public announcement, advertisement or other form of publicity concerning the Agreement or the Platform without the prior written approval of Equitable Origin.

2. You may not use any Equitable Origin trademark, service mark, trade name, logo, symbol, trade dress, or other indicia of origin without Equitable Origin's prior written consent.

11. Government Approvals

The parties acknowledge that the Platform may be subject to regulation in any country where the Platform is accessed. If any applicable present or future regulation or law requires a modification or waiver of any term of the Agreement, Equitable Origin may, if reasonably practicable (*e.g.* in light of the Participants being based in jurisdictions all over the world), review and amend the terms in respect of the actions required by such regulation or law.

12. Assignment

1. Neither party shall assign (in whole or in part) or otherwise transfer the Agreement or any of its rights and obligations under the Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.

2. Equitable Origin may sub-contract the performance of any of its obligations under the Agreement to any third party, but such sub-contracting shall not relieve Equitable Origin of any liability under the Agreement.

13. Force Majeure

Notwithstanding anything contained in the Agreement, Equitable Origin shall not be liable if it fails, interrupts, or delays in performing any of its obligations under the Agreement because of any cause beyond its reasonable control including but not limited to:

13.1. decision of any court or other judicial body of competent jurisdiction;

13.2. unavailability of equipment, power or other commodity;

13.3. failure or non-availability of internet or telecommunications facilities, computer hardware or software;

13.4. act of God, war, riot, terrorist attack, civil commotion, malicious damage, fires, flood or storm;

13.5. strikes or other industrial disputes); or

13.6. acts of government or other prevailing authorities or default of suppliers, sub-contractors or other third parties).

14. Governing Law and Dispute Resolution

1. Any disputes arising in connection with this Agreement shall be resolved by binding arbitration under the London Court of International Arbitration (LCIA) Rules, which rules are deemed to be incorporated by reference to this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England. The award shall be enforceable in any court having jurisdiction thereof.

2. The validity, construction, and performance of this Agreement shall be construed in accordance with the laws of England and Wales.

15. Limitation of Liability – Members of the EO100

1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

2. We will not be liable to any Member of EO100 for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

a. use of, or inability to use, our Platform; or

b. use of or reliance on any content displayed on our Platform.

3. In particular, we will not be liable for:

a. loss of profits, sales, business, or revenue;

b. business interruption;

c. loss of anticipated savings;

d. loss of business opportunity, goodwill or reputation; or

e. any indirect or consequential loss or damage.

4. Our total liability to any Member of EO100 in respect of any breaches of this Agreement shall not exceed the total fees paid by that Member of EO100 to Equitable Origin under the Agreement in the previous 12 calendar months.

16. General

1. Save as expressly provided in the Agreement, the Agreement shall operate to the entire exclusion of any other agreement or understanding of any kind between the parties hereto preceding the date of the Agreement and in any way relating to the subject matter of the Agreement.

2. The Agreement constitutes the whole agreement and understanding of the parties as to the subject matter hereof and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.

3. Except as otherwise provided in this Agreement including in clause 16.4 below, if any provision contained in the EO100 Platform Terms and Conditions conflicts with any provision in any of the other agreements made between the parties, the provision contained in the EO100 Platform Terms and Conditions shall prevail as between the parties.

4. If there is any conflict or ambiguity between any Special Condition and any provision of these EO100 Platform Terms and Conditions, the terms of that Special Condition shall prevail.

5. These terms and conditions may be varied from time to time (including to take account of any additional or special terms required in respect of clause 11 of these terms). We will use our reasonable endeavours to notify you of any changes to these terms and conditions whenever you log into the Platform, but please ensure that you review these terms and conditions regularly as you will be deemed to have accepted a variation if you continue to use the Platform after the changes have been posted.

6. All rights, remedies and powers conferred upon the parties are cumulative and shall not be deemed or construed to be exclusive of any other rights, remedies or powers now or hereafter conferred upon the parties by law or otherwise and any failure at any time to insist upon or enforce any such right, remedy or power shall not be construed as a waiver thereof.

7. If any clause or part thereof of the Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other clause or part thereof all of which shall remain in full force and effect.

8. Any notice to be given under the Agreement may be delivered or be sent by prepaid registered mail sent first class or express courier addressed to the registered office or principal place of business for the time being of the party to be served or may be transmitted by confirmed email using the email address for the party to be served last known to the party giving the notice. Notice shall be deemed to have been sufficiently given or served as follows: (a) upon receipt if delivered by registered mail; (b) one (1) business day after mailing if notice is given by reputable express courier; or (c) when sent by electronic mail to the correct email address.

9. For the purpose of clause 16.8, Equitable Origin's email address for any notices shall be platform@EO100.org or such other email address notified to you in writing (including by way of amendment to these terms and conditions) from time to time.

17. Cookies

1. This platform uses essential cookies for the platform to function optimally.