Participation Agreement, Seal Use Agreement and End-user Software License
Climate Smart Participation And Renewal Agreement
This, together with your online registration form, is the agreement between Climate Smart and your organization to participate in the Climate Smart Training Program.
Climate Smart agrees to:
- offer the opportunity for up to two employees to attend the Climate Smart group training program; additional participants can attend for a fee of $500 per participant;
- deliver training sessions* that offer guidance on measuring, reducing and communicating your commitment to greenhouse gas (GHG) management;
(first year and one-year renewals) provide twelve (12) consecutive months’ access to Climate Smart’s web-based GHG management tool in which to enter your next GHG emissions inventory (the 12 months can be put on hold until the desired GHG inventory period is complete) for a single-year renewal; or
- (three-year renewals) provide thirty-six (36) consecutive months’ access to Climate Smart’s web-based GHG management tool in which to enter your next three (3) GHG emissions inventories (the 36 months can be put on hold until the desired GHG inventory period is complete);
- provide one-on-one guidance and assistance to the best of our knowledge over phone and email (support time ranges between six and 11 hours);
- Provide one-on-one guidance and assistance to the best of our knowledge over phone and email, up to the hours specified at https://climatesmartbusiness.com/what-you-get/. While rarely needed, additional support hours will be billed at $150 per hour; your Climate Smart advisor will inform you if there is a chance will exceed your allotted number of hours;
(for one-year renewals) review your completed GHG inventory and provide feedback and suggested changes, if necessary, to ensure that it complies with the GHG Protocol: A Corporate Accounting and Reporting Standard;
- (for three-year renewals) review annually, in each membership year, your completed inventories and provide feedback and suggested changes, if necessary, to ensure that it complies with the GHG Protocol of Corporate Accounting and Reporting Standard, provided you complete and submit to Climate Smart your inventories before the end of each year of the membership. In the event you do not complete and submit your inventories to Climate Smart within the time required, Climate Smart is not required to provide its services for the inventories for that membership year;
- upon successful achievement of certification and re-certification criteria as outlined in this document, issue your organization a GHG inventory report, an electronic seal (dated if renewing for a single year; undated if renewing for multiple years), and window decals (if requested), acknowledging your organization as “Climate Smart certified;”
- recognize your organization as a member of the Climate Smart network of businesses and deliver the benefits of membership in addition to those mentioned above. Note that your membership is current for one year, starting on the date of your first Group Training session.
- (in the case of 3-year renewals) lock the annual membership and certification renewal fee three (3) consecutive years, to be billed annually;
- Ensure the secure storage of the data entered into the GHG management tool; and
- If your company chooses not to renew its membership with Climate Smart in subsequent years, we will continue to store your data in our GHG management tool. If requested, Climate Smart can also provide this data in Excel format.
As a participant in the Climate Smart Group Training Program, your organization agrees to:
- follow principles of the GHG Protocol: A Corporate Accounting and Reporting Standards to the best of its ability when gathering and entering emissions data in the Climate Smart GHG management tool;
- complete the Climate Smart training (or for renewing businesses) participate in a refresher tutorial on GHG inventory best practices and/or on using the GHG management tool, if needed;
(for first year and single-year renewals) by the close of the 12-month membership period, complete its GHG emissions inventory, submit it for review by Climate Smart, and work with Climate Smart to finalize it;
- By the close of the 12-month membership period, identify and report to Climate Smart an emissions reduction plan*, including actions to address the most significant sources of emissions included in its GHG inventory;
(or for three-year renewals) on an annual basis, over the 36-month membership period, complete three GHG emissions inventories, submit them for review by Climate Smart before the end of each year of the membership, and work with Climate Smart to finalize them;
- On an annual basis, over the 36-month membership period, identify and report to Climate Smart an emissions reduction plan*, before the end of each year of the membership, including actions to address the most significant sources of emissions included in its GHG inventory;
- provide written approval of the emissions reduction plan by a senior decision-maker in the organization;
- keep information shared (both orally and in writing) among training session attendees confidential (as applicable), unless expressly authorized to share such information;
- allow Climate Smart to communicate your organization’s participation through photographs, use of its logo, case studies, marketing materials, press releases, annual reports and websites (case studies and the manner of use of trademarks will be subject to your organization’s review and approval);
- when communicating about its certification as Climate Smart, provide access to information that specifies which emissions sources are being measured and reduced;
- refrain from sharing materials received or posted on the Climate Smart training resources web page outside your organization; and
- allow Climate Smart to share the names and contact information of its representatives attending the training with other attendees, host partner(s), and program sponsors as applicable. [We share attendees’ contact information to foster the development of a peer network of businesses that can continue to share information and challenges. Contact information will not be shared by Climate Smart other than with co-attendees, host partner(s), and program sponsors without your organization’s explicit consent.]
- (for three-year renewals) If your company decides not to renew for the full term of this agreement (invoiced yearly), you agree to pay Climate Smart the difference that was discounted from your last invoice.
A business or organization is considered to be Climate Smart™ certified when the first five commitments listed above are met. It is understood that while Climate Smart will review and provide guidance on the emissions inventories of participating organizations, re-certification with Climate Smart is not a verification or audit of emissions data, nor does it result in certification or status as “carbon neutral”.
* For companies that have been working with Climate Smart and reducing GHG emissions for multiple years, it may be difficult to find new actions they can take to reduce their most significant sources of emissions; in this case, they will need to have taken action in prior years.
Climate Smart Seal Use Terms and Conditions
Upon certification (please refer to the Renewal Terms and Conditions above for more detail) as a Climate Smart™ certified company or organization, you will be provided with a worldwide, revocable, non-exclusive, non-transferrable license to use the appropriate Climate Smart seal and its variations (together, the “Seal”), for the duration of your organization’s active membership with Climate Smart:
In the case of single-year renewals:
An organization that becomes Climate Smart™ certified for one year is issued a dated “Climate Smart Business” seal. A new updated seal for the following year would be obtained upon renewing Climate Smart membership and completing a subsequent greenhouse gas inventory and emissions reduction plan.
In the case of multiple-year renewals:
An organization that commits upfront to become Climate Smart™ certified for at least two years is issued an undated “Climate Smart Certified Business” seal. The organization commits to complete subsequent greenhouse gas inventories and emissions reduction plans for each year in the agreed term.
The purposes for which we are providing you with the use of the Seal are to communicate:
- your organization’s participation in the educational program delivered by Climate Smart;
- your organization’s successful completion of a GHG inventory that has been reviewed by an expert third party; and
- that your organization has made a commitment to reduce its greenhouse gas emissions by identifying the reduction strategies it plans to undertake.
Your organization may use the Seal in association with your logo or other business identifier in any of your business communications, both in print and electronic. If used in electronic publications, we ask that you include or imbed a hyperlink to your organization’s listing in the Climate Smart business directory. The link will be provided to you upon completion of your certification. If in print, you may also wish to include our web page address (climatesmartbusiness.com). Our staff is available if you have any questions, or to discuss appropriate uses of the Seal.
Because the value of the Seal lays in its integrity, if Climate Smart feels that your use of the Seal is inappropriate or not in keeping with the purposes described above, Climate Smart will contact you to discuss the matter. Together, we hope that we can resolve any issues we may have.
However, Climate Smart reserves the right to require that you discontinue and retract any use and issue clarifying statements regarding your use of any of the Seal. This includes the right to terminate this license. If Climate Smart exercises this right, you agree to immediately cease using the Seal, including on materials already produced, whether distributed or not and will, upon request, retract, if necessary, and destroy same. You also agree that, in light of the importance of protecting the integrity of the Seal, this obligation is reasonable and necessary and that this obligation is enforceable by way of injunction by any Court of competent jurisdiction. By way of example, using the Seal in a way that states or implies, either directly or indirectly, that your business, or its activities are endorsed, affiliated, supported, approved or sponsored by Climate Smart would be an inappropriate use of the Seal.
Unless Climate Smart has given its express consent, the Seal may not be altered in appearance (except for size). For more information on usage, please see the document titled “Seal Usage Guidelines” (sent to you along with the Seal).
The Seal may be used only in association with the business (or business unit) named in the inventory report provided to you upon your organization’s certification as Climate Smart TM.
In the event you no longer wish to renew your membership with Climate Smart, you will cease the use of the Seal once your term of membership ends.
The license granted to you will be construed in accordance with and governed by the laws of the Province of British Columbia and each of us hereby submit to the jurisdiction of the courts of the Province of British Columbia, in the City of Vancouver for the resolution of any disputes relating to this Agreement.
As a reminder, the terms of the End-User Software License can be found at climatesmartbusiness.com/participation_agreement/#eusl
End-User Software License
IMPORTANT! The Software you seek to use is licensed only on the condition that you agree with Climate Smart Businesses Inc. (“Climate Smart”) to the terms and conditions set forth below.
As used in this License “Software” means the current version of the Climate Smart GHG Management Tool that is accessible on the Internet at app.climatesmartbusiness.com.
2. LICENSE TO USE SOFTWARE
Under this License, Climate Smart grants to you a non-exclusive, non-transferable, non-sublicensable right to use the Software on the terms and conditions set out in this License.
SOFTWARE. The Software and any and all ideas, concepts, documentation, knowledge, know how and/or techniques relating to the Software, is and will remain the sole and absolute property of Climate Smart. You acknowledge that all documentation, inventions, discoveries, improvements, software, copyright, know-how or other intellectual property, whether or not patentable or copyrightable, created by Climate Smart prior to, during, or after the termination of, this License, pertaining to the Software are and will remain the sole and absolute property of Climate Smart. You will not contest in any jurisdiction Climate Smart’s ownership rights in the Software.
YOUR CONTENT. You retain copyright and any other rights you already hold in content which you submit, post or display on or through, the Software (“Your Content”).
4. COPY AND USE RESTRICTION.
SOFTWARE. You will not, and will not authorize any third party to:
- make copies of the Software;
- modify, improve, further develop, adapt, decompile, disassemble, translate into another computer language, create derivative works, or otherwise reverse engineer the Software;
- distribute, sell, lease, transfer, assign, trade, rent or publish the Software or any part thereof and/ or copies thereof, to others;
- license or sublicense the use of the Software to others;
- use the Software or any part thereof for any purpose other than for creating a greenhouse gas emissions inventory for your business and projecting greenhouse gas emissions reductions;
- use, without their express permission, the name of Climate Smart or any trademark or logo of Climate Smart in advertising, publicity, or otherwise.
- You shall strictly safeguard the security of the Software and shall prevent the unauthorized use thereof.
YOUR CONTENT. Climate Smart will strictly safeguard the security of Your Content and shall prevent the unauthorized use thereof. Subject to the exceptions set out in paragraph 6 (Confidentiality).
This License is in force until terminated. This License may be terminated immediately by Climate Smart if you breach any term of this License. You may terminate this License at any time by stopping all use of the Software and destroying or deleting all copies of the Software licensed to you. After termination, you will have no further right to use the Software. The “Copy and Use Restrictions”, “Termination”, “Confidentiality”, “License by You to Climate Smart”, “No Warranty”, “Limitation of Liability”, “Indemnity” and “Miscellaneous” sections of this License will however survive any termination of this License.
SOFTWARE. All confidential information, documentation, or computer code which Climate Smart may at any time disclose to you relating to the Software is proprietary and confidential. You agree that it shall use any such confidential information solely in accordance with the provisions of this License and will not at any time disclose such confidential information, directly or indirectly, to any third party without Climate Smart’s prior written consent.
YOUR CONTENT. Subject to the next paragraph, Climate Smart will not disclose Your Content to third parties without your express written approval, which are you not obligated to give.
7. LICENSE BY YOU TO CLIMATE SMART
By submitting Your Content, you give Climate Smart a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license:
- to make Your Content available to third parties for the purpose of operating, maintaining, and updating the Software and otherwise complying with its obligations under this License and applicable law. You understand that Climate Smart, in performing the required technical steps operate, maintain and update the Software may (i) transmit or distribute Your Content over various public networks and in various media; and (ii) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services or media.
- to make Your Content generic and anonymous, and to reproduce, adapt, aggregate with other content, modify, translate, publish, display and distribute such generic and anonymous content for the purpose of generating data, reports and other works, and to thereafter, publish and utilize such aggregate data, reports and works in such ways as Climate Smart may, in its discretion, decide.
For greater certainty, this License by you to Climate Smart survives the termination of this License and the end of your relationship with Climate Smart.
8. NO WARRANTY
You acknowledge and agree that the Software is provided to you “as is”, the use of the Software is at the sole risk of you, and that Climate Smart makes no representations and extends no warranties of any kind, either express or implied. There are no express or implied warranties of merchantability or fitness of the Software for a particular purpose, or that the use of the Software will not infringe any patent, copyright, trademark or other rights. The Software is only a measuring tool and depends entirely on you collecting data and entering the data properly. You agree that you accept such risks and will not hold Climate Smart liable for any lawsuits, costs, losses, damages (including consequential, indirect or incidental damages), actions or claims arising out of your use of the Software. You agree that Climate Smart would not grant this License to you if not for you agreeing to all of the terms of this limitation of liability.
Climate Smart does not warrant that the Software is free from malfunctions, nor that any malfunctions can or will be corrected or that Climate Smart will develop or provide to you any operations, capabilities or features not present in the version of the Software first delivered to you under this License.
9. LIMITATION OF LIABILITY
Climate Smart’s total liability, whether under the express or implied terms of this License, in tort (including negligence), or at common law, for any loss or damage suffered by you whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this License by Climate Smart, its directors, officers, employees or agents, is strictly limited to the amount of $1.00. In no event will Climate Smart be liable for any lost revenue, profit, business interruption or loss of data, or for direct, special, indirect, consequential, incidental or punitive damages, however caused and regardless of the theory of liability, arising out of or related to the use of or inability to use the software, even if Climate Smart has been advised of the possibility of such damages.
You agree to indemnify, defend and hold harmless Climate Smart, its directors, officers, employees and agents from and against any and all liability, loss, damage, action, claim or expense (including attorney’s fees and costs at trial and appellate levels) in connection with any claim, suit, action, demand or judgment arising out of connected with, resulting from, or sustained as a result of your use of the software or your breach of the terms of this License.
This License will be governed and interpreted according to the laws of British Columbia, Canada. You agree that by accepting the terms of this License and using the Software you have attorned to the exclusive jurisdiction of the courts of competent authority in the Province of British Columbia.
This License is the entire agreement between you and Climate Smart relating to the licensing of the Software and does not affect any other agreement between you and Climate Smart.
Climate Smart may amend the terms and conditions of the License, upon one week’s notice to you, provided that no such change will result in any increase in the fees owing by you to Climate Smart. In any other case, no modification of this License will be binding, unless in writing and signed by an authorized representative of each party.
The provisions of this License are severable and if any provision is determined to be invalid or unenforceable, that will not affect the validity or enforceability of the remaining provisions of the Agreement.
Last updated July 7, 2020