Last Modified: Nov 22, 2024
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement")serves as the framework agreement for the subscription services provided by Watershed Technology, Inc., a Delaware corporation with offices located at 360 9th Street, San Francisco, CA 94103 USA (“Provider”), and governs any order form referencing this Agreement (an “Order”) executed by the customer identified in the applicable Order (“Customer”). This Agreement, any exhibits, any Order and any other incorporated terms or policies (collectively, the “Agreement”) comprise the entire understanding between Customer and Watershed
Provider and Customer may be referred to herein collectively as the "Parties" or individually as a "Party." In this Agreement, the words “include” and “including” will not be construed as terms of limitation.
WHEREAS, Provider owns the Data Services (as defined in Section 1 below); and
WHEREAS, Customer desires to access the Data Services, and Provider desires to provide Customer access to the Data Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions.
1.1 “Applicable Law” means all applicable local, state, federal, and international laws, rules, and regulations.
1.2 "Affiliate” means an entity that controls, is controlled by, or is under common control with a party, with “control” meaning direct or indirect ownership of (a) more than fifty percent (50%) of an entity’s voting interest; or (b) the right to receive more than fifty percent (50%) of an entity’s profits.
1.3 "Authorized User" means Customer's employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (b) for whom access to the Services has been licensed hereunder.
1.4 “Data Services” means Provider’s proprietary CEDA Global Database, which may consist of electronic files or APIs provided by Provider to facilitate Customer’s use of the CEDA Global Database.
1.5 "Documentation" means any user instructions and help files, if any, that Provider makes available to Customer as part of the Data Services, as may be updated from time to time by Provider.
1.6 “Emissions Reports” means reports regarding an End Client’s carbon emissions.
1.7 "Provider IP" means the Data Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing.
2. Access and Use.
2.1 Data Services. Provider hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 12.8 (Assignment)) right to access and use the Data Services as set forth in Exhibit A during the Term, solely for use by Authorized Users for its internal use in accordance with the terms and conditions herein Customer shall notify Provider immediately of any unauthorized use of the Data Services and is responsible for anything prior to reporting misuse to Provider.
2.2 Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12.8 (Assignment)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Data Services.
2.3 Use Restrictions. Except as expressly permitted in Section 2.1 (Data Services), Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (a) use the Services for any purpose beyond the scope of access granted in this Agreement, (b) copy, modify, or create derivative works of the Data Services or Documentation, in whole or in part; (c) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Data Services or Documentation to any third party; (d) reverse engineer, disassemble, decompile, decode, or adapt, the Data Services, in whole or in part; (e) remove any proprietary notices, logos, or trademarks from the Data Services or Documentation; or (f) use the Data Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; (g) create databases that compete with the Data Services; (h) expose or allow third parties to reproduce original data from the Data Services in any public display of calculated emissions permitted under Section 2.1; (i) sell or resell the Data Services as a separate product, or distribute any element of the Data Services; or (j) during the Term plus one year following the termination or expiration of this Agreement, directly or indirectly distribute an emissions factors database, including any emissions factors included in the Data Services.
2.4 Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.
3. Customer Responsibilities.
3.1 General. Customer is responsible and liable for all uses of the Data Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Data Services, and shall cause Authorized Users to agree to and comply with such provisions.
4. Support and Security.
4.1 Support. Subject to the terms and conditions of this Agreement, Provider shall provide support for the Services as described in Exhibit B (Support).
5. Fees and Payment.
5.1 Fees. Customer agrees to pay Watershed the fees stated in the applicable Order, in U.S. dollars, unless another currency is specified in the Order.
5.2 Payment Terms. Invoices submitted by Watershed are due within the number of days from receipt of invoice specified in the applicable Order. If Customer disputes any charges, Customer must let Watershed know within thirty (30) days after the date that Watershed invoices Customer.
5.3 Taxes. Unless Customer has provided an exemption certificate or other appropriate documentation, Customer shall pay any taxes, duties or other fees imposed by any taxing authority on the transaction or the delivery of Services hereunder (excluding taxes based on Watershed’s net income or property), as required by law to be collected from Customer and outlined in the invoice for the Services (“Taxes”). For customers based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer on the applicable Order.
6. Confidential Information.
6.1 Confidentiality. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, that is marked, designated or otherwise identified as “confidential” or should reasonably be considered not generally known or readily available to the public (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. Confidential Information includes Provider IP. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law; provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided that with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law. The Data Services are Confidential Information of Provider.
7. Intellectual Property Ownership; Feedback.
7.1 Provider IP. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Customer shall not be entitled to any intellectual property rights in the Data Services as a result of such modifications or any uses under this Agreement.
7.2 Feedback. Customer need not provide Provider with any suggestions, comments, ideas, improvements or other feedback relating to the Data Services (“Feedback”). That said, if Customer (including Authorized Users) provides Feedback to Provider, (a) Customer acknowledges that Feedback is non-confidential and provided voluntarily by Customer; and (b) Customer grants to Provider a worldwide, perpetual, irrevocable, royalty-free license to any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever, including, without limitation, for the improvement, marketing, and promotion of the Data Services; provided that Provider does not attribute Feedback to Customer or any of its employees or contractors; and provided further this license does not apply permit Provider to disclose Confidential Information of Customer.
8. Representations, Limited Warranties and Warranty Disclaimer.
8.1 Mutual Representations and Warranties. Each Party represents and warrants that (i) it is duly organized and validly existing under the laws of its governing jurisdiction and is qualified to conduct its business in that jurisdiction; (ii) it has the power and authority to execute and deliver this Agreement and to perform its obligations under it; (iii) it will comply with all Applicable Laws; and (iv) in entering into the Agreement it does not rely on any promise, statement, representation or warranty (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as stated in the Agreement.
8.2 Data Services Limited Warranty. Provider warrants that it will use commercially reasonable efforts to provide accurate, complete, usable and timely information with the Data Services. However, some data and information contained in the Data Services may, of necessity, involve statistical and systematic uncertainties. Provider warrants it will correct any errors in the Data Services of which Provider becomes aware as soon as commercially reasonable.
8.3 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 8.2, (a) THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND (b) PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. Indemnification.
9.1 Provider Indemnification.
(a) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Data Services, or any use of the Data Services in accordance with this Agreement, infringes or misappropriates such third party’s U.S. intellectual property rights; provided that Customer promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim.
(b) If such a claim is made or appears possible, Customer agrees to permit Provider, at Provider’s sole discretion, to (i) modify or replace the Data Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
(c) This Section 9.1 (Provider Indemnification) will not apply to the extent that the alleged infringement arises from: (i) use of the Data Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or (ii) modifications to the Data Services not made by Provider.
9.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any Losses resulting from any Third-Party Claim based on (a) Customer’s or any Authorized User’s negligence or willful misconduct; (b) Customer’s or any Authorized User’s use of the Data Services in a manner not authorized by this Agreement; (c) Customer’s or any Authorized User’s use of the Data Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; (d) a breach of this Agreement by Customer or any Authorized User; (e) any other party’s access and use of the Data Services with Customer’s unique username, password or other appropriate security code; or (f) modifications to the Data Services not made by Provider, provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and providedfurther that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. Customer will also indemnify Provider for any Taxes which are the obligations of the Customer.
9.3 Sole Remedy. THIS SECTION 9 (INDEMNIFICATION) SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE DATA SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The limitations of liability stated in this Section 10 (Limitation of Liability) do not apply to: (i) a Party’s indemnification obligations; (ii) a Party’s liability for fraud, gross negligence or intentional misconduct; (iii) a Party’s liability for death or personal injury; (iv) a Party’s confidentiality obligations; or (v) Customer’s obligations with respect to fees due for Data Services hereunder (except as otherwise provided in this Agreement, e.g., in the event of early termination due to Watershed’s breach of this Agreement).
11. Term and Termination.
11.1 Term. This Agreement is effective on the date the Order is executed by both parties and remains in effect until terminated (the “Term”). An Order will have the term set forth in the Order (the initial term of the Order and any subsequent renewal terms, the “Order Term”). If at any time there are no Orders in effect, either party may terminate this MSA with thirty (30) days’ written notice to the other party.
11.2 Termination. In addition to any other express termination right set forth in this Agreement:
(a) either Party may terminate this Agreement if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
(b) in addition, Provider may terminate this Agreement upon the occurrence of any of the following: (i) Customer fails to pay any Fees when due, or otherwise breaches Section 6.1 (Confidential Information), and such breach remains uncured for more than three (3) business days after written notice from Provider, or (ii) effective immediately upon written notice to Customer, Customer breaches Section 2.3 (Use Restrictions) or otherwise discloses the Data Services in violation of this Agreement; or
(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.3 Effect of Expiration or Termination.
(a) Upon expiration or earlier termination of this Agreement:
(i) Customer shall immediately discontinue use of the Provider IP; and,
(ii) Without limiting Customer’s obligations under Section 6 (Confidential Information), within thirty (30) days of the effective expiration or termination date of this Agreement (the “Winddown Period”), Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. During the Winddown Period, Customer may not share or use the Data Services for any purpose. Notwithstanding the foregoing, if the Agreement is terminated by Provider due to a breach by Customer, Customer will delete, destroy and return all copies of Provider IP upon the termination date.
(b) Provider reserves the right to audit Customer to the extent Provider has a good faith belief that Customer is not in compliance with the Agreement, and Customer agrees to reasonably cooperate with any such audit. Any audit will occur upon at least 5 business days’ advance written notice to Customer, will be limited in scope to the stated noncompliance, and will be conducted during normal business hours in a manner designed to not unreasonably interfere with Customer’s ordinary business operations. Any audit will be at Provider’s expense, unless a material non-compliance is discovered, in which case Customer will reimburse Provider for such audit expenses. Any Confidential Information belonging to Customer that is accessed or disclosed during the audit will remain Customer’s Confidential Information (excluding Provider’s Confidential Information).
(c) No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
11.4 Survival. This Section 11.4 (Survival) and Sections 1 (Definitions), 5 (Fees and Payment), 6 (Confidential Information), 7 (Intellectual Property Ownership; Feedback), 8.3 (Warranty Disclaimer), 9 (Indemnification), 10 (Limitations of Liability), 11.3 (Effect of Expiration or Termination), and 12 (Miscellaneous) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous.
12.1 Publicity. Provider may identify Customer as a customer on Provider’s digital properties in substantially the same way that it identifies other customers. Other than such identification and as otherwise described in this Agreement, each Party and its representatives shall not: (a) issue or cause to be issued or published any press release, public announcement or public statement with respect to the terms hereof, the transactions contemplated by this Agreement or the termination hereof, without the prior written consent of the other party; and (b) use the name or any trademark or logo of the other party without the prior written consent of the other party, unless otherwise agreed in writing.
12.2 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
12.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section 12.3 (Notices)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid) or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 12.3 (Notices).
12.4 Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo; provided that such force majeure event shall not excuse any payment obligations of Customer for Data Services provided by Provider prior to or during such force majeure event.
12.5 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
12.6 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A. without regard to conflicts of law principles. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the city of San Francisco and County of San Francisco, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
12.8 Assignment. Neither Party will transfer, assign or delegate this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law or otherwise, without the prior written consent of the other Party. Notwithstanding the foregoing in this Section 12.8 (Assignment), each Party may assign this Agreement to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise, provided that Customer may not assign this Agreement if Customer is acquired by or merged with a competitor of Provider. This Agreement will inure to the benefit of and be binding upon the respective successors and assigns of the Parties.
12.9 Export Regulation. The Data Services utilize software and technology that may be subject to US export control laws, including the U.S. Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Data Services or the underlying software or technology to, or make the Data Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Data Services or the underlying software or technology available outside the United States.
12.10 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 (Confidential Information) or, in the case of Customer, Section 2.3 (Use Restrictions), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
12.11 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.
EXHIBIT A
SERVICES
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
A. Services:
Data Services: Provider will deliver the Data Services via electronic files within two (2) business days after the date the Order is executed by both parties.
EXHIBIT B
SUPPORT
Provider will provide Customer with technical support via electronic mail on weekdays, during the hours of 9:00 am through 5:00 pm Pacific Standard Time, with the exclusion of U.S. federal holidays (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by emailing Provider at ceda-support@watershedclimate.com