future Net Zero Standard – Terms of Service for Solution Partners

These future Net Zero Solution Partner Terms and Conditions (“Agreement”) are entered into by future Net Zero, part of Energy Live News Ltd (“FNZ”) and the entity executing or accepting the Agreement (“Company” or “You”). The effective date of the Agreement is the date You accept this Agreement (“Effective Date”). This Agreement governs Company’s participation in the future Net Zero Standard Solution Partner Programme (“Programme”) and use of the future Net Zero Standard badge(s) (collectively, “Badge”); the use of FNZ created content (“Content”) and the CBN Expert dashboard (“Dashboard”). Company must first agree to this Agreement to participate in the Programme, to use Badge(s), and to use the Content to support sales made through the Program. (“Sales”)

1. Definitions

1.1 (a) “Affiliate” means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party. (b) “Confidential Information” means information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential (e.g., product or business plans), but does not include information that the recipient already knew, becomes public through no fault of the recipient, or was independently developed by the recipient without reference to the discloser’s confidential information.

2. Accepting this Agreement; Eligibility

2.1 In order to participate in the Programme to use the Badge and/or use the Content to support Your Sales, You must first agree to this Agreement. This Agreement governs Your participation in the Programme and use of the Content and Badges. Furthermore, Company’s participation is subject to Company: (a) having at all times FNZ’s prior approval to participate in the Program; (b) complying at all times with the term of this Agreement

2.3 You represent and warrant that You have full power, capacity, and authority to accept this Agreement. If You are agreeing to be bound by this Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. If You do not have the requisite authority, You may not accept the Agreement, use the Badge, or use the Content on behalf of Your employer or other entity.

3. Programme Badge

Subject to the terms of this Agreement, FNZ grants Company a revocable, non-exclusive, non-transferable and non-sublicenceable licence to copy and display the Badge solely on Company’s website and in Company’s marketing materials related to the Program. Except as set forth in this Agreement, FNZ reserves all rights in the Badge and nothing in this Agreement shall be deemed to grant Company any right, title or interest in or to the Badge. All use by Company of the Badge (including any goodwill associated therewith) shall inure to the benefit of FNZ. For clarification, (i) FNZ’s approval of participants in the Programme is granted on a “per entity” basis, meaning that such approval and the foregoing licence  applies solely to Company and (ii) not any Affiliate of Company, unless such Affiliate has also been approved separately by FNZ to participate in the Program.

4. Dashboard

The Dashboard is provided to Solutions Partners as part of their participation in the Programme. The use of the Dashboard is subject to the standard Terms of Service issued by CBN Expert Limited. This terms can be found at www.cbn.expert/terms-of-service.

5. Your Sales

Company will be solely liable and responsible (a) to users to whom Company makes it Sales (“Customers”) (including without limitation any billing or accounting-related activities in connection with providing Company’s Sales), (b) for addressing, initially, any complaints related to Company’s Sales. Company’s support contact information, which Company will provide to FNZ in the manner specified by FNZ prior to providing Company’s Sales. Company understands and agrees that failure to provide adequate support for its Sales may result in less prominent Company exposure, and/or removal from the Programme (to be determined at FNZ discretion). Company will: (a) obtain and maintain all required consents from each Customer for use and disclosure of data within such user’s account for the applicable Sale, as well as to obtain all rights necessary to use the data derived from Company’s provision of the applicable Sale, and (b) ensure that Company has in place any necessary contract between Company and the Customer for the provision of each Sale and provide each Sale.

6. Programme Participation

6.1 You agree to participate in the Programme, use the Badge, and use the Content only for purposes permitted by (a) this Agreement and the Policies and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United Kingdom or other relevant countries).

6.2 If You provide Your Sales to Customer and/or use the Content to support Sales, You will protect the privacy and legal rights of Customers. If Customers provide You with, or Your Product accesses or uses, user names, passwords, or other login information or personal information, You must make the Customer aware that the information will be available to Your Sales, and you must provide legally adequate privacy notice and protection for such Customers. To the extent You share with FNZ any information You have received from Your Customer, you represent that you have obtained any required consents from each such Customer. To the extent that You access, use or otherwise process (x) any information that directly or indirectly identifies a natural person or (y) information that is not specifically about an identifiable individual but, when combined with other information, may directly or indirectly identify a natural person (“Personal Information”) made available by FNZ, You will: (I) comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to You; (II) use or otherwise access Personal Information only for purposes which are consistent with the consent obtained by the individual to whom the Personal Information relates or as expressly permitted in these terms by FNZ; (III) implement appropriate organisational and technical measures to protect the Personal Information against loss, misuse, and unauthorised access, disclosure, alteration and destruction; and (IV) provide the same level of protection as is required by the EU-US Privacy Shield Principles. You will regularly monitor Your adherence to these obligations and immediately notify FNZ in writing if You determine that You can no longer, or there is a significant risk that You can no longer meet these obligations and either cease processing or immediately take other reasonable and appropriate steps to remediate such failure to provide adequate level of protection.

6.3 Your participation in the Programme and/or use of the Content to support Sales  is subject to (a) all terms governing Your use of the FNZ Standard Solution Partner Programme, (b) Your agreement to maintain up-to-date contact information on file for use by the Programme management team.

7. Confidentiality

You will not use or disclose any Confidential Information you may have received from FNZ without FNZ’s prior written consent except for the purpose of performing Your obligations under this Agreement or if required by law, regulation, or court order (in which case, You will give FNZ as much notice as is reasonably practicable prior to disclosing the Confidential Information to provide FNZ the opportunity to seek a protective order of the equivalent). You must use reasonable care to protect any Confidential Information you receive from FNZ, and will not disclose such information, except to employees who need to know it and who are obligated to keep such information confidential. Company hereby grants FNZ the right to use Company’s name and logos in general marketing materials related to the Programme.

8. Prohibited Actions

8.1 You will not engage in any activity in connection with Your participation in the Programme, use of the Badge, provision of Your Products, or use of the Content or Dashboard, including the development or publication of Sales or other materials, that violates the Policies, or that:

knowingly violates a third party’s terms of service,

violates any applicable laws or regulations,

interferes with, disrupts, damages, harms, or accesses in an unauthorised manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, FNZ or any network operator,

infringes on the intellectual property rights of others,

engages in unclear, deceptive, or harassing sales practices, including with respect to the Sales,

misrepresents Company’s relationship with FNZ,

makes improper guarantees to (i) clients, and (ii) potential clients (collectively, (i) and (ii) are referred to as “Clients”) about FNZ,

causes, directly or indirectly, any Client to use the Dashboard in a way that is inconsistent with the CBN Expert Terms of Service, available at http://cbn.expert/terms-of-service

improperly uses FNZ Content.

8.2 For all Clients introduced to Company by FNZ or acquired by Company as a result of the relationship contemplated by this Agreement, Company will not engage in the prohibited business practices listed above.

8.3 You will not access (or attempt to access) the Content or the Dashboard by any means other than through the interface that is provided by FNZ.

8.4 You may not divert users or provide links to any other site that mimics the Content or the Dashboard or passes itself off as the Content or the Dashboard. For the avoidance of doubt, You may offer paid services as Sales so long as You comply with all applicable terms and policies.

8.5 You agree that You are solely responsible for (and that FNZ has no responsibility to You or to any third party for) any Sales You publish in the Content and for the consequences of Your actions (including any loss or damage which FNZ or any third party may suffer) by doing so.

8.6 You agree that You are solely responsible for (and that FNZ has no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach.

9. Licence Grants

9.1 FNZ may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as FNZ.

10. Customer Satisfaction (CSAT)

10.1 Company will, on FNZ’s behalf, or permit FNZ to request from a Client and/or receive feedback (positive or negative, solicited or unsolicited) from a Client regarding (a) the Dashboard, (b) any Sales, and (c) Company’s advice, implementation, provision, or other aspects of Company’s participation in the Programme (“Client Feedback”). Client Feedback will be sent directly to FNZ from Client(s). FNZ may review Client Feedback and based on the results decide to revoke Company’s eligibility to participate in the Programme.

11. Privacy and Information

11.1 In order to continually innovate and improve the Dashboard and the Content, You understand and agree that FNZ may collect certain usage statistics from the Dashboard including but not limited to, information on how the Content and Products are being used.

11.2 The data collected is examined and maintained in accordance with FNZ’s & CBN Expert’s Privacy Policy (available at https://www.cbn.expert/privacy-policy), as modified from time to time.

12. Term; Termination

12.1 This Agreement will remain in effect until terminated by either You or FNZ as set out below.

12.2 Either party may terminate this Agreement at any time, for any or no reason, with thirty (30) days prior notice to the other party.

12.3 FNZ may, at any time, immediately terminate this Agreement with You if:

You have breached any provision of this Agreement;

FNZ is required to do so by law, or

FNZ decides to no longer provide the Programme and/or the Content and/or the Dashboard, or a portion thereof.

12.4 Upon any termination of this Agreement, You (i) will no longer be a future Net Zero Standard Solution Partner, (ii) must cease Your use of any Content, and (iii) must cease use of the Badge. You will, in this case still retain access to the Dashboards used by or in connection with Sales to your Clients

13. DISCLAIMER OF WARRANTIES

13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR PARTICIPATION IN THE PROGRAMME AND USE OF THE CONTENT AND/OR BADGE IS AT YOUR SOLE RISK AND THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE PROGRAMME, THE CONTENT, AND THE BADGE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR PARTICIPATION IN THE PROGRAMME AND USE OF THE CONTENT AND/OR BADGE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CONTENT OR PARTICIPATION IN THE PROGRAMME IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

13.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FNZ FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT FNZ, ITS DISTRIBUTORS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT FNZ OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Indemnification

To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless FNZ, its Affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable solicitor’s fees) arising out of or accruing from:

Your participation in the Programme and use of the Content and/or Badge in violation of this Agreement, the Policies, or any applicable laws or regulations;

Your Sales that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; or

Any third-party claims arising out of or relating to Your Sales, Your participation in the Programme, or Your use of the Content.

16. Changes to the Agreement

FNZ may make changes to this Agreement from time to time. When these changes are made, FNZ will make a new copy of the Agreement available to You (as modified from time to time). The changes will become effective, and will be deemed accepted by You, (a) immediately for those who become Solution Partners after the notification is communicated to You, or (b) for pre-existing Solution Partners, the modified Agreement will become effective seven (7) days after the posting of the notification if You continue to participate in the Programme or use the Content.

17. General Legal Terms

17.1 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter.

17.2 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

17.3 Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of the Agreement will remain in effect.

17.4 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

17.6 Assignment; Change of Control. Company may not assign any part of this Agreement without FNZ’s prior written consent, not to be unreasonably withheld or denied. Upon the earlier of (i) Company entering into an agreement providing for a change of control (for example, through a stock purchase or sale, merger, asset sale, liquidation or other similar form of corporate transaction), (ii) Company’s board of directors recommending its shareholders approve a change of control, or (iii) the occurrence of a change of control (each, a “Change of Control Event”), Company will provide notice to FNZ promptly, but no later than three (3) days, after the occurrence of the Change of Control Event. FNZ may terminate this Agreement by sending notice to Company and the termination will be effective upon the earlier of delivery of the termination notice or three (3) days after the occurrence of the Change of Control Event.

17.7 ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONTENT WILL BE GOVERNED BY LAWS OF ENGLAND & WALES OR SCOTLAND

17.8 The obligations in Sections 1, 4, 5, 6, 7, 8, 9, 11, 13, 14, 15, 16, 17 and 18 will survive any expiration or termination of this Agreement.

17.9 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

17.10 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

17.11 Notices. All notices of termination or breach must be in English, in writing and addressed to the other party’s registered point of contact. The email address for notices being sent to FNZ is [[email protected]]. All other notices must be in English, in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable).