Terms of Use–We Don’t Have Time Partner Proactive
1.Background
1.1 WeDontHaveTime AB (publ) reg. no. 559126-1994 with subsidiaries (“WeDontHaveTime”) operates a review and communications platform focused on the climate and the environment, with unique features for interactions between organizations, business and their stakeholders, The partnership is the entrance to all of WeDontHaveTime’s services and global network of members and followers, as described in Appendix 1 (the “Service”).
1.2 By agreeing to these Terms of Use, The Partner wishes to purchase a subscription to use the Service from WeDontHaveTime on the terms and subject to the conditions set out in this Agreement.
2. Additional Service terms, etc.
2.1 Additional terms, including pricing, applicable to the Partner’s use of the Service are set out in Appendix 2.
2.2 For an additional fee, the Partner can access extra services. WeDontHaveTime shall perform specific tasks and provide such services as set forth in a mutually agreed and separately signed Statement of Work, in the form set out in Appendix 4 as attached hereto.
3. Pricing and Invoicing
3.1 The price for the Service is set out in Appendix 2.
3.2 WeDontHaveTime reserves the right to make future adjustments of the price for the Service. The Partner will be informed of any such changes at least three (3) months prior to the adjustment. WeDontHaveTime will inform the Partner via the e-mail address associated with the Partner’s user profile or in any other appropriate manner.
3.3 The price for extra services and specific tasks, as set out in Clause 2.2, will be set out in the applicable Statement of Work.
3.4 All amounts and fees stated or referred to in this Agreement are exclusive of value added tax (VAT) and the Partner shall be responsible for paying to WeDontHaveTime all applicable value added tax and similar taxes.
3.5 Payments are due and payable thirty (30) days after Partner’s receipt of the invoice, unless otherwise agreed. WeDontHaveTime may issue interest on late payment in accordance with the Swedish Interest Act (Sw. räntelagen).
4. Term and termination
4.1 The Partner commits to the Service for at least six (6) months (the “Term”).
4.2 This Agreement shall commence on the date when it has been duly executed by both Parties and (subject to earlier termination pursuant to Clause 4.3–4.4) shall remain in full force and effect until expiry of the first Term. At the end of that initial Term, or any subsequent Term thereof pursuant to a renewal under this Clause, this Agreement shall be automatically renewed for successive periods equal to the Term unless terminated by the Partner giving written notice to that effect to WeDontHaveTime not later than three (3) months prior to the expiry of the relevant Term.
4.3 WeDontHaveTime shall always have the right to terminate the Agreement giving the Partner not less than three (3) months’ notice to that effect.
4.4 Without prejudice to any remedy it may have against the other Party for breach or non-performance under this Agreement, either Party shall have the right to terminate the Agreement with immediate effect:
(a) if the other Party should commit or permit a breach or non-performance of material importance to the other Party and should fail to remedy such breach or non-performance within 30 days after receipt of written notice; or
(b) if the other Party should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or corporate reorganisation proceedings or if execution be levied on any goods and effects of the other Party or the other Party should enter into receivership. Notice of termination shall be given without undue delay after the circumstance constituting the breach was or should have been known to the aggrieved Party.
5. Consequence of termination
In the event of termination of this Agreement the Partner shall immediately:
(a) cease use of the Service and the Certification,
(b) return any data, information or other material that the Partner has received
from WeDontHaveTime and destroy any copies of such items,
(c) confirm its compliance with the obligations in this Clause in writing to WeDontHaveTime.
6. Application of supplementary conditions
6.1 The Partner may use a supplementary voucher code ("Voucher") provided to the Partner by WeDontHaveTime, in which case supplementary conditions apply.
6.2 The supplementary conditions applicable to Vouchers are specified in writing by WeDontHaveTime to the Partner in connection with WeDontHaveTime's providing the Voucher to the Partner. These supplementary conditions can include modifications of Pricing, Trial Period, Term and other alterations and additions to these Terms and Conditions.
6.3 Two or more Vouchers may not be combined so that two or more sets of supplementary conditions are combined.
6.4 It is WeDontHaveTime's exclusive prerogative to, at any time and without prior consent, revoke or alter the supplementary conditions of any Voucher, in which case the original Terms and Conditions, or a version of these, apply. WeDontHaveTime must immediately inform the Partner in writing of any such changes.
7. Confidentiality
7.1 All information which is not publicly available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a Party or to any of its business matters, which has been disclosed or may be disclosed to the other Party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with this Agreement, shall at all times be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of this Agreement, nor be disclosed by it to any third party without the prior written consent of the other Party (such consent not to be unreasonably withheld).
7.2 The restrictions in Clause 7.1 shall not apply to information:
(d) to the extent reasonably necessary to be used or disclosed by the Receiving Party in order for it to secure its interests against the other Party in connection with a dispute, controversy or claim arising out of or in connection with this Agreement or to otherwise enforce its rights under this Agreement;
(e) that was at the time of its disclosure or which becomes thereafter generally available to the public otherwise than as a consequence of a breach by this Agreement;
(f) that was already known to the Receiving Party or otherwise in its possession prior to the time of its disclosure;
(g) that was obtained by theReceiving Party in good faith without restriction from a third party; or
(h) that the Receiving Party is required to disclose by law or any governmental or other regulatory authority or by any applicable contract or regulations of any applicable stock exchange or other market place.
The Party using or disclosing any information or documentations with reference to any of these exceptions bears the burden of proof to establish that the relevant exception applies.
8. Limitation of liability
8.1 Neither Party shall be liable for any special, indirect, incidental, consequential damage or loss of any kind, regardless of how it was caused and including but not limited to, loss of profit, loss of reputation or goodwill, loss of production, loss of business or business opportunities, loss of revenues or anticipated savings, or loss or corruption of data or information. This limitation will apply irrespective of whether such damage or loss was foreseeable or not at the time when the Agreement was formed (even if advised of the possibility of such damage or loss).
8.2 Either Party’s aggregate liability for any other damage or loss of any kind (regardless of how it was caused and including any damage or loss caused by negligence) under or in connection with this Agreement shall be limited to an amount equal to the total price payable by the Partner for the Service under this Agreement during the three (3) months period immediately preceding the event which caused the damage or loss.
8.3 The limitation or exclusion of liability provided in this Clause 10 shall not apply in (i) the event of willful misconduct or gross negligence or (ii) liability in relation to the Partner’s negligence in relation to its use of the Service or the Certification, whereas it shall be especially considered that the purpose of the Service and Certification is to allow for commitment to climate and environmental work and any use for conflicting purposes will risk damaging WeDontHaveTime, the Service and the Certification.
9. Miscellaneous
9.1 Transfer and assignments
Neither of the Parties may assign nor transfer any part of its rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the permitted assignees of the Parties.
9.2 Changes and additions
Changes and additions to this Agreement, including to this Clause 9.2, must be in writing and duly executed by the Parties.
10. Governing law and Disputes
10.1 This Agreement (including this Clause 10) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.
10.2 Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity thereof, or any non-contractual obligations arising out of or in connection with this Agreement, shall be exclusively settled by the courts of Sweden. The District Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of the first instance.
Appendix 1 – The Partner Proactive Services
1. Communicate on climate and the environment
The Service is a review and communications platform focused on the climate and the environment. The Partner utilizes WeDontHaveTime’s platform to regularly provide WeDontHaveTime users with news, stories and insights related to The Partner’s work for the climate and the environment. WeDontHaveTime provides The Partner with technical support on how to use the platform and provides The Partner with guidelines outlining best practices for The Partner’s communication on the WeDontHaveTime platform.
2. Partner hub
The Partner is given access to the Partner hub, an online resource for sharing information between, and connecting with, other partners.
3. Social media amplification
WeDontHaveTime amplifies a selection of The Partner’s communication on WeDontHaveTime by posting and sharing The Partner’s content on WeDontHaveTime’s social media accounts.
4. Personal Climate Dialogue advisor
The personal Climate Dialogue advisor actively supports The Partner in planning, executing and increasing the value of regularly posting content on the WeDontHaveTime platform and engaging with the WeDontHaveTime community. The personal Climate Dialogue advisor also coordinates support to the Partner from WeDontHaveTime’s team of communicators and content producers.
5. Monthly Climate update
WeDontHaveTime helps the Partner publish one monthly update that The Partner posts on WeDontHaveTime’s platform. The post calls attention to a relevant topic related to the Partner’s efforts for the climate and the environment.
6. Yearly speaker invites
The Partner is invited to send a representative to speak at WeDontHaveTime’s global broadcasts at least once a year.
7. Quarterly press release distribution
The Partner can send a press release once per quarter to WeDontHaveTime’s global press list of journalists and media companies.
Appendix 2 – Additional Service terms
1. The Partner’s rights and obligations
1.1 The Partner shall only use the Service in accordance with this Agreement, and shall at all times comply with and act in accordance with WeDontHaveTime’s Code of Conduct (attached hereto as Appendix 3) and Terms of Use (available on WeDontHaveTime’s website), as updated from time to time. The Partner is encouraged to check these regularly for any updates.
1.2 The Partner acknowledges that WeDontHaveTime shall have the right to use an administrative interface to administer content on the Service, such as posts, ideas, comments and users on the Partner’s Service user profile.
1.3 The Partner warrants that all information provided to WeDontHaveTime is valid and accurate and shall at all times keep such information up to date.
1.4 The Partner shall make all reasonable efforts to respond to climate reviews that reach 100 agrees or more, where users of the Service have requested the Partner to provide its response. WeDontHaveTime will proactively remind the Partner to respond to these reviews.
2. The Partner’s use of the Open for Climate Dialogue Badge
2.1 Subject to its compliance with this Agreement, the Partner is granted a non-exclusive and non-licensable right to WeDontHaveTime’s certification (“the Cerification”) which is displayed as a badge: “Open for Climate Dialogue” (the “Badge”). The Partner may use the Badge on its website, in e-mail signatures and in other public contexts that relate to the Partner’s ongoing climate and environmental work. The Partner’s use of the Badge shall always be in accordance with any instructions and guidelines for use of the Badge that WeDontHaveTime may provide and such use shall never be carried out in a way that can damage WeDontHaveTime, the Badge, or their reputation or renown. The Partner is solely responsible for its use of the Badge.
2.2 The Partner must never, through use or otherwise, give the appearance that the Partner is the owner of the Badge and must also refrain from any action, such as applying for a trademark registration, to pursue to claim any other right to the Badge or any similar sign.
3. WeDontHaveTime’s rights and obligations
3.1 WeDontHaveTime shall make the Service available to the Partner via an online interface.
3.2 WeDontHaveTime shall provide reasonable administrative support to the Partner for its use of the Service. After its receipt of a question from the Partner, WeDontHaveTime will normally provide the Partner with support within one working day (according to the Swedish calendar).
3.3 WeDontHaveTime will during the term of the Agreement occasionally invite the Partner to public events chosen by the Partner. Such events will be offered under specific terms that apply for each separate event, such as that participation can be offered on a first come first serve basis.
3.4 WeDontHaveTime encourages engagement by planting a tree for every climate review written and sent to the Partner. Maximum 500 trees per month.
4. Changes or updates to the Service
WeDontHaveTime shall have the right to, but not be obligated to, improve the Service and may therefore at any time and without prior notice update, modify, delete or limit any part of the Service or interrupt the availability of the Service. The Partner agrees that its continued use of the Service shall amount to its approval of any such updates or changes to the Service. WeDontHaveTime will inform the Partner of updates or changes to the Service via the e-mail address associated with the Partner’s user profile or in any other appropriate manner.
5. Pricing
5.1 For Partners based outside the United States and its Territories (Non-US Partners), the price for the Service is 1,000€ per month.
6.2 For Partners based in the United States and its Territories (US Partners), the price of the Service is $1,200 per month.
Appendix 3 – Code of Conduct
These terms refer to all partners that use WeDontHaveTime, which includes use of our website and mobile application. You must accept these terms in order to use the Service.
By using our Service you sign the following principles, which are shared by everyone in our network:
Our company acknowledges the fundamental importance of scientific knowledge and institutions for humanity; that science must never be ignored in our collective efforts to create a better world, and our company therefore acknowledges that human activity is a major cause of the climate crisis as long as there is well established scientific consensus about this.
The Partner undertakes to act in accordance with these fundamental principles and to:
• Have honest ambitions to improve their climate and environmental work.
• Not to censor or manipulate the climate reviews that the Partner receives or the rating or aggregate score that is the result of these reviews.
• Not to actively counter the climate movement and solutions to climate change.
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