Terms of service

Background

rePurpose Global, Inc. (“rePurpose”) is a social enterprise that provides Plastic Action services to businesses. Through its platform, rePurpose offers a holistic suite of products, applications, and services for plastic footprint measurement, footprint reduction advisory, plastic offsetting through verified plastic removals, plastic action certifications, consumer and/or employee engagement tools, campaign advisory for sustainability communications, and any other services or offerings that help businesses take action on their packaging sustainability goals.

BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE OR BY EXECUTING AN ORDER FORM OR STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT (THE “STATEMENT OF WORK”, AND TOGETHER WITH THESE TERMS OF SERVICE, THIS “AGREEMENT”), YOU AGREE YOU HAVE READ AND ARE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE BENEFITS OF THE SERVICES (AS DEFINED BELOW).

These Terms of Service, by and between rePurpose and Customer, is effective as of the date set forth in the Statement of Work or the date on which Customer clicks a box accepting this Agreement (the “Effective Date”), and governs Customer’s receipt of the Services.

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rePurpose reserves the right to change or modify portions of this Agreement at any time. If rePurpose does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. rePurpose will also notify Customer, either through an email notification or through other reasonable means. Any such changes will become effective upon Customer’s acceptance of the same (which acceptance may be granted by clicking a box indicating acceptance of the new Agreement or by delivery of an email notification of such changes to Customer’s email address set forth in the Statement of Work or otherwise associated with Customer’s account without an objection to such changes issued by Customer to rePurpose in writing within ten (10) business days of such delivery).

DEFINITIONS AND CONSTRUCTION
1. "Affiliate” means any Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “ controlled by” and “ under common control with”) means fifty percent (50%) of the ownership in or the possession , directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
2. “Business Day” means any day on which commercial banks in New York, New York are operational for transactions to take place.
3. “Calendar Day” means any day including Saturday, Sunday, or a Federal Holiday.
4. “Customer” has the meaning given to it in the ‘Background’ set out above.
5. “Confidential Information” means (i) information regarding the terms and conditions or subject matter of this Agreement, including but not limited to the information included in any Statement of Work or Schedule or Exhibit attached hereto; all communications between the Parties and all information and other material supplied to, or received by, any Party from any other Party in connection with this Agreement which is either marked “confidential” or by its nature is intended to be for the knowledge of the recipient alone; and (ii) all information concerning the business transactions, technical plans, products and services, or commercial or financial arrangements or affairs of the Parties or of any Person with whom any Party is in a confidential relationship with regard to the matter coming to the knowledge of the other Party.
6. “Contract Reference Number” means the unique number given to this Agreement by rePurpose and indicated in header on the first page hereof.
7. "Defaulting Party” means the Party in relation to whom an Event of Default has occurred. Consequently, “Non Defaulting Party” means the Party other than the Defaulting Party.
8. “Gross Negligence” means acts or omissions seriously departing from the standard of care which would be expected of a reasonable prudent operator performing tasks of the kind covered by this Agreement, taking into account the degree of lack of care, the seriousness of the loss or damage reasonably foreseeable as a result of the relevant act or omission.
9. “Insolvency Event” means in respect of a Person, where that Person:
  1. is dissolved (other than pursuant to a consolidation, amalgamation or merger);
  2. becomes insolvent or is unable to pay its debts generally as they fall due, fails generally to pay, or admits in writing its inability generally to pay its debts as they become due;
  3. makes a general assignment, arrangement, composition or other arrangement with or for the benefit of its creditors;
  4. institutes or has instituted against it a proceeding seeking a judgment or insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, that proceeding or petition (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation or (ii) is not withdrawn, dismissed, discharged, stayed or restrained in each case within 30 Calendar Days of the institution or presentation of that proceeding or petition;
  5. has a resolution passed for its winding-up, administration or liquidation (other than pursuant to a consolidation, amalgamation or merger);
  6. seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;
  7. has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and that secured party maintains possession, or that process is not withdrawn, dismissed, discharged, stayed or restrained, in each case within 15 Calendar Days of that event; and (vii) causes or is subject to any of the equivalent of the events specified in paragraphs (i) to (vii) (inclusive) under another applicable law.
1. “Intellectual Property” means trademarks, service marks, certification marks, trade names, trade dress, domain names, logos, rights in get-up, patents, rights to inventions, registered and unregistered design rights, copyrights and related rights, database rights, corporate names, together with all goodwill associated therewith, rights to sue for passing off, rights in Confidential Information, know-how and trade secrets, derivative works and all other similar rights in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.
2. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
3. CONSTRUCTION. In this Agreement, words shall be interpreted in accordance with the following:some text
  1. headings are for convenience only, do not form part of the operative provisions of this Agreement and are not to be taken into consideration in its interpretation;
  2. a reference to any entity (including a Party) includes a reference to that entity’s successors and permitted assigns, including any entity taking by way of novation;
  3. a reference to any document (including this Agreement) is a reference to that document as may be varied, novated, ratified or replaced from time to time; and
  4. a reference to any applicable laws includes all protocols, rules, modalities, guidelines, procedures, ordinances, bylaws, regulations, rules and statutory instruments (however described) issued under it and all interpretations by any court or competent body.

SERVICES PROVIDED: Subject to the terms and conditions of this Agreement, rePurpose shall provide the services (collectively referred to as “Services”) set out in one or more Statements of Work. Each Statement of Work shall be deemed issued and accepted only if signed by the rePurpose Contract Manager and the Customer Contract Manager, appointed pursuant to Section 3 Point i and Section 4 Point i, respectively.
REPURPOSE OBLIGATIONS : rePurpose shall shall designate employees or contractors that it determines, in its sole discretion, to be capable of filling the following positions:
1. A primary contact to act as its authorized representative with respect to all matters pertaining to this Agreement (the "rePurpose Contract Manager").
2. A number of employees or contractors that it deems sufficient to perform the Services set out in each Statement of Work, (collectively, with the rePurpose Contract Manager, "rePurpose Representatives").
3. Notify Customer, as soon as is commercially reasonable but in no case later than ten (10) days following the triggering event (unless prohibited by law or regulatory order), in the event of any of the following:
  1. any actual or threatened lawsuit, claim, action, or public dispute, is brought against rePurpose;
Except as otherwise specified in an applicable Statement of Work, rePurpose shall have the right to use third-party contractors (a “Subcontractor”) to provide all or part of the Services. rePurpose shall in all cases retain responsibility for the provision of the Services as provided in this Agreement and any Statement of Work, whether provided by rePurpose or any Subcontractor.

CUSTOMER OBLIGATIONS. Customer understands that rePurpose’s performance of the Services is dependent in part on Customer’s actions. Accordingly, Customer will provide rePurpose with the necessary items and assistance specified in the applicable Statement of Work in a timely manner. Any dates or time periods relevant to performance by rePurpose hereunder shall be appropriately and equitably extended to account for any delays or change in assumptions due to Customer. If a Customer delay or change would materially change the economics of rePurpose’s performance or materially extends the time for performance, rePurpose may terminate the applicable Statement of Work upon thirty (30) days’ written notice, unless within the notice period the parties agree on mutually acceptable changes to this Agreement or the applicable Statement of Work. In addition, the Customer shall:
1. Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the "Customer Contract Manager"), with such designation to remain in force unless and until a successor Customer Contract Manager is appointed and communicated to rePurpose.
2. Require that the Customer Contract Manager respond promptly to any reasonable requests from rePurpose for instructions, information, or approvals required by rePurpose to provide the Services.
3. Ensure that all the data provided is true to the best of their knowledge and ability and any ambiguity or assumptions are expressly called out and communicated to rePurpose. Customer agrees to provide accurate information to rePurpose regarding the Customer’s plastic usage and consumption and provide documentation that verifies such plastic usage, Assessed Plastic Footprint and sales claims, if required.
4. Agree to comply at all times with the obligations specified in the rePurpose ‘Brand and Communications Guidelines’ (the “Guidelines”) and the Standards of the certification program (the “Standards”) Customer is enrolled in (if relevant), each as provided to Customer by rePurpose and as updated by rePurpose from time to time in its sole discretion, with respect to any use of the rePurpose-owned communication materials including logos, trademarks and certification marks. If rePurpose notifies the Customer that the Customer is not complying with the Guidelines, and such non-compliance as determined by rePurpose in its sole discretion, the Customer shall promptly make such changes as are reasonably requested by rePurpose to cause the Customer’s communications to return to compliance with the Guidelines.
5. Agrees to provide an accurate description of its Plastic certification and status when showcasing the Customer’s certification and/or status to the general public.
6. Agrees not to use the rePurpose products or services: (a) in any manner that is likely to reduce, diminish or damage the goodwill, value or reputation associated with the products and services; (b) in any manner that would violate the rights of any third parties; (c) in any manner that would result in any third party claim or in any governmental investigation, claim or proceeding alleging unlawful or improper use of the products or services; (d) on or in connection with any products or services other than the products listed on Exhibit A and promotional materials pertaining to those products; or (e) in any manner other than as a certification mark in accordance with the terms and limitations provide for herein.
7. Upon receipt of notice from rePurpose, agrees to promptly cease and desist from all use of the rePurpose products and services in manner and/or jurisdiction specified in such notice and as such notice specifies.
8. Agrees not to modify, enhance or change any repurpose trademarks, service marks, tradenames designations of source and logos as specifically designated in a writing by repurpose (the “rePurpose Global Logo”) or combine it with another mark, or use, adopt or register any marks confusingly similar to the Logo.
9. Agrees to promptly notify rePurpose if it becomes aware of any infringement of the rePupose Global logo by a third party. Customer shall have neither the right nor the obligation to prosecute any infringement claims against third-party infringers.
10. Cooperate with rePurpose in its performance of the Services and provide access to the Customer's premises, employees, contractors, and equipment as required to enable rePurpose to provide the Services.
11. Take commercially reasonable steps, including obtaining any required licenses or consents, to prevent Customer-caused delays in rePurpose's provision of the Services.
12. Not knowingly misrepresent Customer’s plastic footprint or use of plastic waste reduction strategies and/or any other sustainability initiatives it undertakes or plans to undertake to rePurpose or the public.
13. Warrant that it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and is in good standing and duly authorized to execute this Agreement and associated Statements of Work and to perform its obligations hereunder.
14. Notify rePurpose, as soon as is commercially reasonable but in no case later than ten (10) days following the triggering event (unless prohibited by law or regulatory order), in the event of any of the following:some text
  1. any actual or threatened lawsuit, claim, action, or public dispute, is brought against Customer;
FEES AND EXPENSES.
1. In consideration of the provision of the Services by rePurpose and the rights granted to the Customer under this Agreement, Customer shall pay the fees set out in the applicable Statement of Work within thirty (30) days of the due date indicated therein. Payment to rePurpose of such fees and the reimbursement of expenses pursuant to this Section 5 shall constitute payment in full for the performance of the Services. Unless otherwise provided in the applicable Statement of Work, said fee will be payable within 10 Calendar Days of receipt by the Customer of an invoice from Service Provider but in no event more than 30 Calendar Days after completion of the Services performed pursuant to the applicable Statement of Work.
2. The Customer shall reimburse rePurpose for all reasonable expenses incurred in accordance with and as set forth in the Statement of Work, within 30 Calendar Days of receipt by the Customer of an invoice from rePurpose accompanied by receipts and reasonable supporting documentation.
3. The Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by the Customer hereunder; provided, that, in no event shall the Customer pay or be responsible for any taxes imposed on, or regarding, rePurpose's income, revenues, gross receipts, personnel, or real or personal property or other assets.
4. Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the rate of 2% per month or the highest legal rate permitted by law. The Customer shall also reimburse rePurpose for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which rePurpose does not waive by the exercise of any rights hereunder), rePurpose shall be entitled to suspend the provision of any Services if the Customer fails to pay any undisputed amount when due hereunder and such failure continues for 15 Calendar Days following written notice thereof.

INTELLECTUAL PROPERTY
1. Customer acknowledges and agrees that, as between the parties, rePurpose retains all rights, title, and interest in and to the technology and know-how used to perform the Services, all improvements, updates, modifications or enhancements thereto, and all intellectual property rights therein. Customer grants no, and reserves any and all, rights other than the rights expressly granted to Customer under this Agreement with respect to the Services.
2. All documents, work product and other materials that are delivered to the Customer under this Agreement or prepared by or on behalf of the rePurpose in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the "Deliverables") shall be owned by repurpose (including all related intellectual property rights). rePurpose hereby grants the Customer a limited, non-exclusive, worldwide, non-transferable, non-sublicensable license to reproduce and displayto the extent necessary to enable the Customer to make reasonable use of the Deliverables and the Services.
3. Subject to the terms of this Agreement, repurpose grants Customer the right to use the repurpose Global Logo as expressly authorized in the applicable Statement of Work. All such use of the repurpose Global Logo shall be in accordance with rePurpose’s trademark usage and quality control guidelines provided from time to time. Customer acknowledges that the repurpose Global Logo is the exclusive property of rePurpose. Customer will not use, register or take other action with respect to the repurpose Global Logo anywhere in the world, except to the extent authorized in advance writing by rePurpose. The Customer shall not (i) use rePurpose’s name in either its own corporate name or any fictitious business name or (ii) use any trademarks, service marks, trade names or logos that are confusingly similar to rePurpose’s trademarks, service marks, trade names or logos. Customer will cease or modify any use of the repurpose Global Logo upon rePurpose’s request. All goodwill in the repurpose Global Logo will inure for the sole benefit of rePurpose.
TERM OF AGREEMENT AND TERMINATION:
1. Term of Agreement: The term of this Agreement shall commence on Effective Date of the Agreement and continue until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 7 Point ii
2. Termination: Except as otherwise provided, this Agreement may be terminated upon the occurrence of one or more of the following:
  1. By rePurpose, if the Customer fails to pay rePurpose any fees required to be paid as stated in this Agreement;
  2. By either party, if the other party is in default of any material provision in the Agreement as outlined under “Event of Default” and such default is not cured within the stated period after written notice, including email, is given to the other party;
  3. By either party, if the other party becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy laws.
3. Termination Responsibilities. In the case of termination, Customer shall immediately cease and desist from communicating any rePurpose Global plastic related certifications or claims or showcasing the rePurpose Global Logo including but not limited to, in their product lines, website, marketing material, etc.
4. Survival of Statement of Works. Any incomplete Statement of Work shall survive expiration of this Agreement until the conclusion of such Statement of Work unless such Statement of Work is earlier terminated.
EVENTS OF DEFAULT
1. The occurrence of any one or more of the following events shall constitute an event of default under this Agreement in respect of that Party (“Event of Default”):
  1. the Party fails to perform a material obligation under or commits a material breach of the Agreement and that failure, if capable of being remedied is not remedied within thirty (30) Business Days of the Non-Defaulting Party giving the Defaulting Party notice of that failure, except that no cure period shall apply in case of fraud, willful breach, intentional misconduct or Gross Negligence;
  2. any failure to pay under this Agreement after the expiry of fifteen (15) Business Days of receipt of notice of such failure to pay from the Non-Defaulting Party under this Agreement; or
  3. an Insolvency Event occurring with respect to that Party.
1. Upon the occurrence of any Event of Default, the Non-Defaulting Party shall be entitled to terminate this Agreement by written notice on or at any time thereafter.

NON-CIRCUMVENTION

: The Customer hereby agrees that rePurpose may introduce (whether by written, oral, data or other form of communication) the Customer to one or more third parties. The Customer agrees that all third parties introduced to it by rePurpose (each such third party, a “

rePurpose Contact")

and other information concerning such rePurpose Contacts represent significant efforts and working relationships that are unique to, and part of, the Confidential Information of rePurpose. The Customer agrees that it shall not use such information, except in the context of any arrangement with rePurpose in which rePurpose is directly and actively involved, and never without rePurpose’s prior written approval. The Customer further agrees that it and its affiliates and their respective employees, agents and assigns shall not, directly or indirectly, enter into, or otherwise arrange (either for it/him/herself, or any other Person or entity) any business relationship with such rePurpose Contact for the purpose of gaining any benefit, whether such benefit is monetary or otherwise or interfere with, circumvent, attempt to circumvent, avoid or bypass rePurpose, or obviate or interfere with the relationship between rePurpose and any rePurpose Contacts. Customer also undertakes not to make use of any third party to circumvent this Section 9.

Notwithstanding the foregoing, the parties acknowledge and agree that Customer and/or its Affiliates may have pre-existing relationships with rePurpose Contacts (“Pre-Existing Relationship”) and/or have already, either directly or indirectly, undertaken their own research and analysis with respect to a rePurpose Contact (“Pre-Existing Information”). As such, this Section 9 shall not apply to any Pre-Existing Contact or Pre-Existing Information.

INDEMNIFICATION
1. rePurpose Indemnity Obligations. repurpose will defend Customer and the officers, directors, agents, and employees of Customer (“Customer Indemnified Parties”) against any third party claim, allegation or legal action arising from an allegation that Customer’s authorized use of the rePurpose Global Logo or Deliverables infringe any intellectual property right of a third party. Further, rePurpose will indemnify the Customer Indemnified Party against any damages actually awarded or paid in connection therewith, including any reasonable attorneys’ fees. Notwithstanding the foregoing, rePurpose’s indemnification obligation will not apply to claims to the extent arising from (a) modification of the rePurpose Global Logo or Deliverables by any party other than rePurpose without rePurpose’s express consent; (b) the combination, operation, or use of the rePurpose Global Logo or Deliverables with other product(s), data or services where the rePurpose Global Logo or Deliverables would not by itself be infringing; or (c) unauthorized or improper use of the rePurpose Global Logo or Deliverables. This Section 10.1 states rePurpose’s entire obligation and Customer’s sole remedies in connection with any claim regarding the intellectual property rights of any third party.
2. Customer Indemnity Obligations. Customer shall indemnify and hold repurpose its affiliates and its agents, and successors and permitted assigns thereof (each, in such capacity, the "repurpose Indemnified Parties") harmless, against any and all third party claims and resulting liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of the following by the Customer Party or its personnel, agents or representatives (a) gross negligence or willful misconduct in connection with this Agreement or any Statement of Work or (b) a breach of this Agreement or any Statement of Work.
3. Indemnity Procedures. The party seeking indemnification (the “Indemnified Party”) will give the party owing the indemnification (the “Indemnifying Party”) prompt written notice of any matter upon which the Indemnified Parties intend to base a claim. As a condition to the Indemnifying Party’s indemnification obligations, the Indemnified Party agrees to tender sole control of the defense and settlement of such claim to the Indemnifying Party. The Indemnified Parties may participate in such negotiations to protect its interests and the Indemnifying Party will provide reasonable assistance to the Indemnified Parties and their counsel at no charge.
LIMITED WARRANTY AND LIMITATION OF LIABILITY:
1. rePurpose warrants that it shall perform the Services:
  1. Materially in accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
  2. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
2. rePurpose’s sole and exclusive liability and the Customer’s sole and exclusive remedy for breach of this warranty shall be to terminate the Agreement in accordance with Section 7 Point ii Subpointb
3. In the event the Agreement is terminated pursuant to Section 11 Point ii above, rePurpose shall within 30 Calendar Days after the effective date of termination, provide Customer with a prorated refund of any unused prepaid fees. Similarly, in case of termination pursuant to Section 11 Point ii above, rePurpose is entitled to fees from Customer up to and until the date of termination on a pro-rated basis.
4. The foregoing remedy shall not be available unless the Customer provides written notice of such breach within 30 Calendar Days after delivery of such Service or Deliverable to the Customer.
5. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND REPURPOSE MAKES NO OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
6. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS AND REPURPOSE MAKES NO OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.
7. Limitation of Liability:

EXCEPT FOR EITHER PARTY’S BREACH OF ITS OBLIGATIONS CONCERNING CONFIDENTIAL INFORMATION, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR ONE PARTY’S INFRINGEMENT UPON, OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

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EXCEPT FOR EITHER PARTY’S BREACH OF ITS OBLIGATIONS CONCERNING CONFIDENTIAL INFORMATION, EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR ONE PARTY’S INFRINGEMENT UPON, OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE PARTIES AGREE THAT REPURPOSE ACCEPTS NO LIABILITY IN RESPECT OF ANY COMMUNICATION INCLUDING BUT NOT LIMITED TO DATA, FIGURES OR AMOUNTS COMMUNICATED BY THE CUSTOMER TO THEIR AFFILIATES OR THIRD PARTIES.

CONFIDENTIALITY: From time to time during the term of this Agreement, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) non-public, proprietary, and confidential information that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed. Each party agrees that it will use the Confidential Information of the other party solely to perform its obligations or exercise its rights under this Agreement. Neither party will disclose, or permit to be disclosed, the other party’s Confidential Information directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Each party will use reasonable measures to protect the confidentiality and value of the other party’s Confidential Information. Notwithstanding any provision of this Agreement, either party may disclose the other party’s Confidential Information, in whole or in part (i) to its employees, officers, directors, consultants and professional advisers (e.g., attorneys, auditors, financial advisors, accountants and other professional representatives) who have a need to know and are legally bound to keep such Confidential Information confidential by confidentiality obligations or, in the case of professional advisors, are bound by ethical duties to keep such Confidential Information confidential consistent with the terms of this Agreement; and (ii) as required by law (in which case each party will provide the other with prior written notification thereof, will provide such party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
USE OF NAME AND LOGO: The Customer hereby rePurpose a license to reproduce, modify, adapt, translate, distribute and display any name or logo of the Customer in any marketing materials of rePurpose in line with the Customer’s approved marketing and branding guidelines. rePurpose shall include a trademark attribution notice giving notice of the Customer’s ownership of its trademarks in the marketing materials in which the Customer’s name and logo appear.
USE OF DATA: The Customer grants rePurpose permission to use the data (otherwise identified as “Confidential” or “Proprietary”) acquired pertaining to the certification and/ or services for the express use of refining their reporting mechanism and database as well as to be included in their registry of certified products.
NON-EMPLOYMENT STATUS: rePurpose does not perform this Agreement as an employee of the Customer. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between rePurpose and the Customer.
ASSIGNMENT: This Agreement shall not be assigned by the Customer without the prior written consent of rePurpose. Any attempted assignment in violation of this provision shall be null and void. rePurpose may assign any of its rights or delegate any of its obligations under this Agreement without Customer’s consent.
NOTICE: All notices or other communications referenced under this Agreement shall be made in writing and sent as per the information mentioned in “rePurpose Notice Details” and “Customer Notice Details” in the General Information section. All notices will be deemed given to the other if delivered and receipt confirmed by the receiving party, using one of the following methods, including but not limited to: overnight mail; registered or certified mail, postage prepaid; recognized courier delivery; or electronic mail.
WAIVER: No waiver of any provision in this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement does not prevent later enforcement of that term or obligation. The waiver by any party of any breach of this Agreement shall not be deemed a waiver of any subsequent breach.
GOVERNING LAW: The execution, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware, exclusive of its conflicts of law provisions
DISPUTE RESOLUTION: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or its breach, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of 60 days, then, upon notice by either Party to the other, all disputes, claims, questions or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. The controversy or claim shall be submitted to [three] arbitrator[s], and judgment on the award rendered by the arbitrator[s] may be entered in any court having jurisdiction thereof. The seat of the arbitration shall be New York, New York and the language of the arbitration shall be English. The arbitrator shall apply the substantive law of New York.
ENTIRE AGREEMENT: The Agreement is the complete and exclusive Agreement between the parties with respect to the subject matter contained in the Agreement, superseding and replacing any and all prior Agreements, communications and understanding, marketing materials and internet content, written or oral, pertaining to the subject matter of the Agreement.
COUNTERPARTS. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 20, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
SURVIVAL The provisions of Sections 6 (Intellectual Property), 9 (Non-Circumvention), 10. (Indemnification), 11 (Limited Warranty and Limitation of Liability), 12 (Confidentiality), 13 (Use of Name and Logo), 14 (Use of Data), 15 (No-Employment Status), 17 (Notice), 19 (Governing Law), 20 (Dispute Resolution), 21 (Entire Agreement) this Section 23 (Survival) and all related definitions shall survive the Termination or expiry of this Agreement, regardless of the cause of such termination.