– for non-commercial use of Climate Change Performance Index (CCPI) data
Last updated: December 7, 2020
We, Germanwatch e.V. (“Licensor”), are a non-profit, non-governmental organization, registered under German law at the local court in Bonn (20 VR 6173) with registered office in Bonn.
By continuing to browse the site and/or by downloading, using and/or exploiting the Climate Change Performance Index (CCPI) data, You (“Licensee”) accept and agree to be bound by the terms and conditions of this Agreement. To the extent this Agreement may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Asset available under these terms and conditions.
1.2 “Asset” means the Climate Change Performance Index (CCPI) data. All data belonging to CCPI available at https://www.climate-change-performance-index.org/.
1.3 “Confidential Information” means information that:
a. would reasonably be considered confidential due to the nature of the information disclosed and the circumstances surrounding the disclosure;
b. is designated in writing by a Party as confidential; or
c. the other Party knows or reasonably ought to know is confidential;
d. Information comprised in or relating to any Intellectual Property Rights of a Party.
1.4 “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.
1.5 “Non-commercial” means not intended for or directed towards commercial advantage or monetary compensation, in particular any conduct which is objectively not connected with promoting the sale or the procurement of goods or services, or with the conclusion or the performance of a contract concerning goods or services;
1.6 “Party” means a person or business entity who has executed or is executing this Agreement; details of the Parties are specified above.
1.7 “journalistic reporting” means reporting by daily/weekly/monthly newspapers or magazines, by tv, radio and telemedia, provided that the reporting is professionally journalistically edited.
1.8 “scientific purposes” means activities in the context of research work based on or characterized by the methods and principles of science, intended to be published as research studies, papers or reviews, as doctoral or postdoctoral thesis, dissertation or other similar research publications.
1.9 “Term” means the term of this Agreement.
2. LICENSE GRANT
2.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a worldwide, royalty-free, non-sublicensable, non-exclusive license to exercise the Licensed Rights in the Asset to:
a) use and exploit the Asset, particularly to reproduce, distribute and to communicate the Asset to the public in non-material form, in whole or in part, for non-commercial and/or scientific purposes and/or in the context of journalistic reporting only;
b) produce and reproduce – but not share, distribute or communicate to the public in non-material form – Adapted Material of the Asset for non-commercial and/or scientific purposes and/or in the context of journalistic reporting only.
2.2 No more extensive rights to use and exploit the Asset are granted to Licensee.
3. [INTENTIONALLY OMITTED]
4. LICENSEE’S OBLIGATIONS
4.1 The Licensee may permit its employees, directors, officers and agents (“Personnel”) to use the Asset for the non-commercial purposes, provided that the Licensee takes steps and imposes conditions so that such Personnel using the Asset use it in accordance with the terms of this Agreement.
4.2 Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 All Intellectual Property Rights over and in respect of the Asset are owned by Licensor.
5.2 Patent and trademark rights are not licensed under this Agreement.
5.3 The use of any Germanwatch or CCPI logo is only permitted after written approval by Licensor.
5.4 Nothing in this Agreement constitutes or may be construed as permission to assert or imply that the Licensee is, or that the Licensee’s use of the Asset is, connected with, or sponsored, endorsed, or granted official status by, the Licensor.
5.5 Moral rights, such as the right of integrity, are not licensed under this Agreement, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow the Licensee to exercise the Licensed Rights, but not otherwise.
6. NO WARRANTY; DISCLAIMERS
6.1 The Asset is provided by Licensor on an “as is” basis.
6.2 The Licensee acknowledges that Licensor states:
a. The Asset has not been prepared to meet any specific requirements, including any requirement of Licensee; and
b. it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.
6.3 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.
6.4 Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise directly as a result of the modification, combination, operation or use of the Asset with Licensee computer programs.
7. LIMITATION OF LIABILITY
7.1 Each party acknowledges and agrees that neither Party will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement, or any use of the Asset under the terms of this Agreement by the Licensee or its personnel.
7.2 The exclusion of liability within the meaning of para. 1 shall not apply to loss or damages caused by gross negligence or deliberateness. The exclusion of liability within the meaning of para. 1 shall not apply to death, personal injury or damage to health caused by the intent or negligence of Licensor, its legal representatives or assistants in performance.
7.3 Likewise, the exclusion of liability within the meaning of para. 1 shall not apply to losses caused by the breach of its primary obligations by Licensor, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which Licensee may rely. If Licensor breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by Licensor at the time the respective service was performed.
7.4 Licensor shall be liable in accordance with the German Product Liability Act in the event of product liability.
7.5 Any more extensive liability of Licensor is excluded on the merits.
8.1 The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all third party claims, demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting from:
a. Licensee’s and Licensee’s employee’s use of the Asset, and
b. any breach of the terms of this License Agreement by the Licensee or any Licensee employee.
8.2 The Licensor must indemnify, defend and hold harmless Licensee, its and each of their respective board members, officers, employees and agents from and against any and all third party claims, demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting from:
a. Licensor not having the right to supply the Asset to Licensee for the purposes specified in this Agreement,
b. the Asset (including its use as specified in this Agreement) infringing any Intellectual Property Rights of any third party; and
c. the supply of the Asset to the Licensee in violation of any applicable law, rule or regulation.
8.3 This clause 8 will survive termination of this Agreement.
9.1 Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.
9.2 Each Party must use commercially reasonable measures to protect the other Party’s Confidential Information,
In order to ensure that the Confidential Information is kept confidential the Parties agree:
a. that all documents and materials which contain Confidential Information
aa) shall be kept separately from all other documents, materials and notes and in such a way that they are recognisable as trade and business secrets of the Licensor; and
bb) shall be kept in a safe place in order to protect them from theft or unauthorised access;
b. to only make copies of Confidential Information to the extent necessary in order to use the Asset for the specific purpose specified in this Agreement and to ensure when copying the Confidential Information that any marks on the original documents which indicate the confidential nature of the information are as legible on the copies as on the original documents;
c. neither to use, reproduce, process or store Confidential Information on any computer or electronic information system which can be accessed remotely nor to transmit Confidential Information outside its business premises;
d. to notify the Licensor without delay after becoming aware of an actual or imminent unauthorised use or an actual or imminent unauthorised disclosure of Confidential Information and to take all reasonable measures in order to prevent or terminate any such use or any such disclosure, if necessary with the assistance of the Licensor;
9.3 The obligations to maintain confidentiality do not apply to the extent that such Confidential Information:
a. is required to be disclosed according to the requirements of any law, regulation, subpoena, judicial or legislative body or government agency or similar requirement, provided to the extent legally permissible, the receiving Party shall provide prompt written notice to the disclosing Party of such disclosure so that the disclosing Party may seek a protective order or other protections;
b. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorisation.
9.4 This clause will survive termination of this Agreement.
Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this Agreement shall not operate or be construed as a waiver thereof.
11. TERM AND TERMINATION
11.1 This Agreement applies for the term of the Copyright and Similar Rights licensed here. However, if the Licensee fail to comply with this Agreement, then Licensee’s rights under this Agreement terminate automatically.
11.2 Where Licensee’s right to use the Asset has terminated under this clause , it reinstates:
a) automatically as of the date the violation is cured, provided it is cured within 30 days of Licensee’s discovery of the violation; or
b) upon express reinstatement by the Licensor.
11.3 For the avoidance of doubt, this clause does not affect any right the Licensor may have to seek remedies for Licensee’s violations of this Agreement.
11.4 For the avoidance of doubt, the Licensor may also offer the Asset under separate terms or conditions or stop distributing the Asset at any time; however, doing so will not terminate this License-Grant.
Neither party to this Agreement may assign any of its rights or obligations of or under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld, save that the Licensee shall be entitled to assign its rights and obligations in whole or in part to any member of the Licensee or to any entity that acquires all or substantially all of the business assets of the Licensee in the event of a merger, acquisition or sale of all or substantially all of the assets of the applicable business unit to which the agreement relates, without the Licensor’s consent. In cases where no written consent is required, Licensee has to inform Licensor by written notice within fortyfive (45) days.
All notices required under this Agreement shall be in writing and shall be deemed given when actually delivered.
14.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.
14.2 This Agreement contains the entire agreement between the Parties.
14.3 Further, this Agreement may not be amended, modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties. This shall also apply to amendments of this written form requirement.
14.4 This Agreement will be construed by and governed in accordance with the laws of the Federal Republic of Germany. The Parties submit to exclusive jurisdiction of the courts of Bonn, Germany.
Germanwatch e.V., Bonn