Emmi Solutions Terms of Service - Sandbox Offer

Date Effective: May 5, 2022

Thank you for signing up to the Emmi Sandbox. The Emmi Sandbox provides access to the Emmi platform, a unique and data driven carbon financial verification platform to allow carbon financial risks to be better understood by the market (Platform). The Platform is operated by Emmi Solutions Pty Ltd ACN 635 433 866 (Emmi Solutions).

 

You or the Party to which you are entering into these terms of service (Terms or Agreement) on behalf of (Client) should read these Terms carefully before using the Platform. By signing up to the Sandbox to access the Platform, the Client undertakes and agrees that the Client has read, understood, and agrees to be bound by the Terms. If you are signing up to the Sandbox on behalf of another entity, you represent that you are an authorised representative of that entity and that you have the authority to bind the entity to this Agreement.

 

Emmi Solutions may revise, amend and update these Terms by making any changes immediately. The revised terms will take effect when they are posted on http://emmi.io (Website) and/or the Platform, and the continued usage of the Website or Platform after any changes to these Terms will mean the Client accepts those changes.

 


1. DEFINITIONS  ​

In these Terms:

 

Benchmarking Analysis means the provision of a relative assessment of a portfolio to a defined peer portfolio or selected benchmark which is subject to the Client holding appropriate licenses as determined by Emmi Solutions.

 

Business Day means a day that is not a Saturday or Sunday or a public holiday or bank holiday in South Australia.

 

Calculated Data means the insights generated at a portfolio level and visualised through tables and analytics on the Platform and does not include underlying company financial and emissions data.

 

Commencement Date means the day that the Client first signed up to the Sandbox by accepting these Terms of Service as displayed on the Website.

 

Confidential Information means:

  • the Platform Output;
  • know-how, trade secrets, ideas, concepts, technical and operational information confidential to or used by either Party;
  • information concerning the affairs or property of either Party or any business, property or transaction in which either Party may be or may have been concerned or interested;
  • any Platform Data;
  • the Platform algorithms;
  • any information relating to the Intellectual Property; and
  • information which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential to:
    • either Party; or
    • any third Party with whose consent or approval either Party uses that information.

 

Data Export means the provision of high-level metrics and Calculated Data from the Platform.

 

Fee means the fee payable, following an Upgrade, by the Client to Emmi Solutions in consideration for access to the applicable Product Type Level as part of the requested Upgrade. The Fee may be updated by Emmi Solutions from time to time.

 

Global Carbon Efficiency Rating or GCER means the proprietary algorithm that combines multiple financial metrics with carbon emissions to provide a universal benchmark that determines a company’s current financial exposure to a carbon constrained economy and the future emission pathway needed to transition to “net zero”.

 

Intellectual Property means all present industrial and intellectual property rights, including without limitation:

  • inventions, patents, copyright, trade business, company or domain names, rights in relation to registered designs, registered and unregistered trade marks, know how, trade secrets and the right to have confidential information kept confidential, and any and all other rights to intellectual property which may subsist anywhere in the world; and
  • any application for or right to apply for registration of any of those rights.

 

Party means Emmi Solutions and the Client, and Parties has a corresponding meaning.

 

Package means the Product Type Level as is applicable to the Client in connection with their use of the Platform following an Upgrade.

 

Permitted Purpose means for the purpose of the Client using the Platform, and the Platform Output, for the Client’s own internal purposes and not for any other commercial purpose (for example, republishing, repackaging, or reselling) without obtaining a licence to do so from Emmi Solutions.

 

Platform Data means any information or data collected by Emmi Solutions relating to the Client’s use of the Platform during the Term, including, but not limited to, any data or information collected by Emmi Solutions under clause 5(d) of these Terms.

 

Platform Output means any information generated by or on behalf of the Client from the Client’s use of the Platform including, but not limited to, the GCER, portfolio analysis and/or company analysis.

 

Product Features means the features referable to a Product Type Level.

 

Product Type Level means the product as is applicable to the Client in connection with their use of the Platform following an Upgrade.

 

Risk Attribution and Analysis refers to the provision of analytics that break down the carbon transition risk exposure within the portfolio relative to the portfolio exposures, to drive insights to the magnitude and configuration of portfolio risk.

 

Sandbox means access to a limited version of the Platform offered to the Client during the Term. The Client will only be provided with access to a number of selected Platform features when using the Sandbox. Emmi reserves the right to change or modify the features available on the Sandbox version of the Platform at any time, without notice to the Client. Access to Platform features not available as      part of the Sandbox can be requested via an Upgrade.

 

Upgrade refers to the meaning as set out in Clause 4(b).

2. TERM 

These Terms commence on the Commencement Date and continue until terminated in accordance with Clause 10 (Term).

3.  PLATFORM TERMS AND CONDITIONS 

  1. Where the Client has not previously accessed the Platform, Emmi Solutions undertakes and agrees to, during the Term:
    1. provide the Client with access to the Sandbox version of the Platform as outlined in these Terms; and     
    1. provide the Client with reasonable assistance in relation to the Platform (where required, recognising the Platform is intended to be a self-serve utility for traditional Clients).

4. CONSIDERATION 

  1. The Client undertakes and agrees to, in consideration for Emmi Solutions providing the Client with access to the Sandbox version of the Platform during the Term, provide to Emmi Solutions the following consideration (Consideration):
    1. Grant Emmi Solutions the right to list the Client as a “customer” of Emmi Solutions on Emmi Solutions website and in relation to other marketing promotions;
    2. Grant Emmi Solutions the Right to use the Client’s Intellectual Property on Emmi Solutions website and in relation to other marketing promotions, for the sole purpose of listing the Client as a “customer” of Emmi Solutions
    3. To use the Platform and engage with Emmi Solutions to provide feedback regarding the Platform, when feedback is reasonably requested, by Emmi Solutions. By providing feedback or information to Emmi Solutions, the Client agrees that Emmi Solutions has a right to use the feedback or information, including for the improvement of the Platform, without providing any compensation to the client.    
    4. At any time during the Term, the Client may request to change the level of access under the Sandbox or Product Type Level to a higher level (Upgrade). On the date that the Upgrade is applied, the Fee will increase (on a pro-rata basis) to the Fee for the new access and relevant Product Type Level, which the Client agrees to pay to Emmi Solutions within 7 days of receiving an invoice from Emmi Solutions on or after the Upgrade.      
    5. The Client also agrees to pay any sales, use, excise, services, consumption, goods and services, and other applicable taxes within 7 days of receiving an invoice from Emmi Solutions on or after the Upgrade.
    6. If the Client believes an invoice issued by Emmi Solutions is incorrect, the Client must notify Emmi Solutions in writing within 7 days of the date of the invoice. Otherwise, the Client will be deemed to have agreed to the accuracy of the invoice.

5.  INTELLECTUAL PROPERTY AND DATA 

  1. The Parties hereby acknowledge and agree that, unless otherwise agreed in writing by the Parties:
    1. all rights, title and interest in the Intellectual Property relating to the Platform, and the Platform Data, are (from the date of creation), and will remain, the property of Emmi Solutions; and
    2. nothing contained in these Terms constitute an assignment of the Intellectual Property of either Party to the other Party.
  2. Emmi Solutions grants to the Client, during the Term, a non-exclusive, non-transferable, non-sublicensable, revocable, limited, royalty-free licence to use the Intellectual Property relating to the Platform for the Permitted Purpose only.
  3. The Client grants to Emmi Solutions a non-exclusive, perpetual, irrevocable, transferrable, sublicensable, royalty free, worldwide right to use the Client’s Intellectual Property for the purposes of:
    1. listing the Client as a “customer” of Emmi Solutions on Emmi Solutions’ website; and
    2. using the Client’s Intellectual Property on Emmi Solutions’ website and in relation to other marketing promotions.
  4. The Client agrees not to:
    1. copy the Platform, except where such copying is incidental to normal use of the Platform (as determined by Emmi Solutions);
    2. copy the Platform Output, other than for the Permitted Purpose;
    3. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform;
    4. make alterations to, or modifications of, the whole or any part of the Platform, or permit the Platform or any part of it to be combined with, or become incorporated in, any other programs or software;
    5. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform;
    6. provide or otherwise make available the Platform in whole or in part (including object and source code), in any form to any other Party without prior written consent from Emmi Solutions;
    7. use the Platform in a way that could damage, disable, overburden, impair or compromise the Platform;
    8. collect or harvest any information or data from the Platform, or attempt to decipher any transmissions to or from the servers relating to the Platform; and without the prior written consent of Emmi Solutions, use the Platform Output, or any part of it, for any purpose other than for the Permitted Purpose.
  5. The Client consents to Emmi Solutions:
      1. collecting and using technical information about the hardware and peripherals that the Client uses to access the Platform;
      2. accessing any data that the Client uploads to the Platform, as required to facilitate the provision of the Platform Data and allow Emmi Solutions to perform its obligations under clause 3(a)(ii);
      1. monitoring any or all of the Client’s conduct while using the Platform for, amongst others, the purposes of:
        1. collecting information associated with the Client’s behaviours; and
        2. determining if the Client is accessing additional Product Features not included in the Client’s current Product Type subscription for the purposes of clause 4(e); and
        3. collecting and using anonymised aggregated data for its own analytical purposes.

6. CONFIDENTIAL INFORMATION 

The Parties undertake and agree to not disclose at any time, during or after the Term, to any person, the Confidential Information, except:

      1. with the prior written consent of the owners of the Confidential Information; or
      2. for the purposes of obtaining legal and financial advice and such advisors have been informed of the party’s obligations under this Agreement; or 
      3. where required by law.

7.  OUR WEBSITE AND SERVICE DO NOT PROVIDE FINANCIAL ADVICE 

The Client acknowledges and understands that:

      1. while Emmi Solutions uses reasonable efforts to ensure the accuracy and completeness of the information included on the Platform, any information included in the Platform is not financial advice. The information on the Platform is general in nature and may not be suitable for the Client’s individual objectives, financial situation or needs;
      2. Emmi Solutions is not a credit rating agency. Any information contained on the Platform is not a statement of fact, nor is it a recommendation to buy, hold, or sell any securities or make any other investment decision;
      3. the information on the Platform is not in any circumstances to be considered as a substitute for professional financial advice;
      4. Emmi Solutions does not represent that it is permitted to provide financial advice in each jurisdiction from which the Client may view or access the Platform; and
      5. Emmi Solutions is a Corporate Authorised Representative of the AFSL holder, SA Capital Pty Ltd (AFSL Number: 291787).

8.  SECURITY 

          1. The Client’s access to the Platform may be subject to using passwords, smartcards, or other security devices (Security Credentials) provided to the Client by Emmi Solutions. Such Security Credentials must not be shared by the Client.
          2. Emmi Solutions may change the Client’s Security Credentials at any time for security reasons with notice to the Client.
          3. Each Party will use reasonable efforts to:
            1. scan the Platform and its related systems for any code or device which is designed or intended to impair the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry; and
            2. secure its computing environments according to generally accepted industry standards to ensure that the Platform cannot be accessed by any unauthorized person or malicious software; and 
            3. immediately remedy any security breach of which the Party becomes aware.

9. PLATFORM UPDATES 

Emmi Solutions may modify the Platform without providing written notice to the Client.

10. TERMINATION 


  1. These Terms may be terminated:
      1. at any time by either Party within the Free Trial Period, for any reason, by written notice to the other Party;
      2. immediately where a Party has breached a term of this Agreement, and has not remedied that breach within 14 days of being notified by the other Party of that breach; and
      1. immediately (without notice to the Client) by Emmi Solutions if the Client has not paid any Fees due in relation to an Upgrade, at the time and in the manner falling due under these
  1. Where Emmi Solutions terminates these Terms, the Client (immediately) will be unable to access the Platform.
  2. On termination of these Terms, for any reason, the Client must:
    1. immediately delete all data, software and documentation, and cease using the Platform and Platform Output, associated with the terminated service, except copies that the Client is required to keep for legal or regulatory compliance purposes. Information retained for compliance purposes may not be used for any other purpose, nor used in any way not permitted by the Agreement;
    2. immediately return to Emmi Solutions any of Emmi Solutions’ Intellectual Property, Confidential Information, and other property that is in the Client’s possession at the time, and after furnishing Emmi Solutions with such property, delete the same from all of its systems;
    3. promptly certify its compliance with this requirement in writing, if Emmi Solutions requests; and
    4. pay Emmi Solutions all amounts due (e.g. unpaid Fees, and any other costs imposed herein).

11.  LIMITATION OF LIABILITY 

 

  1. The Client acknowledges and understands that:
      1. the Platform has not been developed to meet the Client’s individual requirements, and it is the Client’s responsibility to ensure that the processes and functions of the Platform meet the Client’s requirements;
      2. in providing the Client with access to the Platform, Emmi Solutions is not providing any financial or investment advice to the Client;
      3. the Platform is provided to the Client “as is” and on an “as available” basis, and the Client’s use of the Platform is done at the Client’s own risk. Emmi Solutions makes no representations or warranties (nor does the Client rely on any representations or warranties from Emmi Solutions) regarding the Platform, its processes or functions, the Platform Output and information or data provided to the Client through the Platform;
      4. Emmi Solutions has no liability to the Client for any consequential loss, loss of profit, loss of business, business interruption, or loss of business opportunity deriving from the Client’s use of the Platform or the Platform Output;
      5. Emmi Solutions assumes no duty of care to the Client or any other Party who relies on anything provided for by the Platform; and
      6. Emmi Solutions maximum aggregate liability under or in connection with these Terms (including the Client’s use of the Platform and the Platform Output) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to $1.
  2. The Client indemnifies Emmi Solutions against any loss, costs, expenses or liabilities suffered or incurred by Emmi Solutions connected with:
      1. the Client’s use of the Platform and the Platform Output; and
      2. any breach of these Terms by the Client.

12. NOTICES 

        1. All notices to Emmi Solutions under these Terms must be in writing to sales@emmi.io.
        2. All notices to the Client under these Terms must be in writing to the Client email address provided on sign-up to the Platform (Nominated Email).
        3. If a notice is sent to a Party on a Business Day, is taken to be received by a Party on the date it was sent. If the date on which the notice was sent is not a Business Day, the notice is taken to be received on the next Business Day.

13. EVENTS OUTSIDE OUR CONTROL 

        1. Emmi Solutions will not be liable or responsible for any failure to perform, or delay in the performance of, any of its obligations under these Terms that is caused by any act or event beyond Emmi Solutions’ reasonable control, including failure of public or private telecommunications networks (Event Outside Our Control).
        2. If an Event Outside Our Control takes place that affects the performance of Emmi Solutions’ obligations under these Terms:
          1. Emmi Solutions’ obligations under these Terms will be suspended and the time for performance of Emmi Solutions’ obligations will be extended for the duration of the Event Outside Our Control; and
          2. Emmi Solutions will use its reasonable endeavours to find a solution by which Emmi Solutions’ obligations under these Terms may be performed despite the Event Outside Our Control.

14.  GENERAL

 

        1. Emmi Solutions will use its reasonable endeavours to find a solution by which Emmi Solutions’ obligations under these Terms may be performed despite the Event Outside Our Control.
        2. The Client warrants that the Nominated Email is correct and accurate, and undertakes and agrees to immediately notify Emmi Solutions of any changes to the Nominated Email.
        3. A Party may, without the written consent of the other Party, assign its rights or obligations under these Terms to a wholly-owned subsidiary of that Party provided that the assigning Party first provides written notice of such assignment to the other Party. In all other cases, a Party may not assign its rights or obligations under these Terms without the written consent of the other Party.
        4. These Terms are governed and construed in accordance with the laws applicable in South Australia. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of South Australia.