The Terms of Participation outline the collaboration between Carbon Call member organizations.
Welcome to the Carbon Call Terms of Participation (the “Terms”). These Terms are intended to provide Carbon Call member organizations (“Members”) with some guidelines in order to encourage collaboration and mobilize collective action to strengthen GHG accounting, making it more reliable for the planet. By participating in the Carbon Call, you agree to the following Terms.
- Carbon Call Participation. Each Member will appoint at least one person to participate in one or more of the 3 subgroups, and such additional subgroups as may be deemed necessary by the Members. Members may change their respective designee at any time by notifying ClimateWorks Foundation (“CWF”).
The Members may request a vote to collectively decide all questions related to subgroups including, meeting agendas, road mapping, publications, publicity, and strategic direction. Voting will be made by a single vote per Member. However, CWF will have decision making authority with regard to procedural policies and rules, including meeting frequency, meeting schedules, and voting policies. All decisions of the Members will be documented and made available to all Members.
- No Shared Confidential Information. Per these Terms, “Confidential Information” means non-public information that is either designated “confidential” or that a reasonable person should understand to be confidential. Confidential Information does not include information that (i) becomes publicly available without breach of the obligations below, (ii) the receiving party received lawfully from another source without a confidentiality obligation, (iii) is independently developed, or (iv) is a comment or suggestion volunteered about the other party’s business, products, or services.
Each Member understands and agrees that by participating in the Carbon Call, they are collaborating with other Members to drive solutions around discovering, understanding and sharing GHG emissions data for purposes of the global public good. As such and in order to facilitate discussion and collaboration among the Members, each Member will take reasonable steps to ensure it does not share its Confidential. Information with other Members as part of its participation in the Carbon Call. In the event that Confidential Information is inadvertently shared with other Members, the disclosing Member will provide the other Members with written notice identifying the information as Confidential Information and the receiving Members will protect such Confidential Information with at least the same level of protection with which they protects their own Confidential Information and will take reasonable measures to return or destroy any physical representations of such Confidential Information, if requested by the disclosing Member.
Individual subgroups may deem additional confidentiality terms necessary for such group’s purpose and participating Members may enter into a separate, mutually agreeable non-disclosure agreement.
- Reservation of Rights. Each Member will own and retain all right, title, and interest to its respective pre-existing products, services, technologies, tools and software (and any improvements thereto), and no Member grants any other Member any licenses or other rights under these Terms.
- Press Releases and PR. A Member will have prior review of any press materials that reference such Member directly. Each Member grants CWF a limited license to use its logos solely for purposes of promoting the Carbon Call, for the duration of its participation subject to the respective Member’s guidelines.
- Compliance with Laws; Governing Law. Each Member will comply with all laws, statutes, and regulations applicable to its activities and performance under these Terms including, without limitation, U.S. and international competition laws. The Carbon Call and the Members are not organized to and may not play any role in the competitive decisions of its members or their employees, nor in any way restrict competition among members or potential members.
The laws of the State of New York and the federal laws of the United States govern these Terms.
- Limitations. Except for breaches of confidentiality or infringement, no Member will be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to these Terms or the Carbon Call, even if such party knew or should have known of the possibility of, or could reasonably have prevented, such damages. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INFRINGEMENT OF A MEMBER’S INTELLECTUAL PROPERTY RIGHTS, NO MEMBER’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS AND/OR CARBON CALL WILL EXCEED ONE HUNDRED US DOLLARS ($100.00 USD).