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Jupiter Intelligence, Inc. (“Jupiter”) provides certain climate risk analytics pertaining to individual physical locations identified by a single latitude/longitude (each, a “Location”). Customer wishes to purchase a license to use Jupiter’s analytics solely for purposes of disclosing such analytics in connection with Customer’s climate risk regulatory reporting as required by Corporate Sustainability Reporting Directive (CSRD) (the “Customer Reporting”).  Jupiter agrees to provide such analytics to Customer and allow for its disclosure, subject to the these Terms (collectively, the “Terms”).  The analytics licensed to Customer pursuant to these Terms is referred to as the “Disclosure Analytics”.  

Terms

The following Terms are hereby incorporated into and made a part of the CSRD Order.  

1. Analytics License.  Subject to these Terms, Jupiter hereby grants Customer a limited, non-exclusive, non-transferable license to disclose Disclosure Analytics as part of the Customer Reporting.  Customer will not: (a) use, copy, modify or distribute any Disclosure Analytics in any manner not expressly provided herein, including any use relating to near-term or real-time emergency management or planning; (b) include any Disclosure Analytics in any service bureau or outsourcing offering or use any other method to resell any Disclosure Analytics; (c) attempt to reverse engineer Jupiter’s methodologies or other trade secrets from the Disclosure Analytics; or (d) use or access any portion of the Disclosure Analytics in any way in support of building a competitive product or service.  The Disclosure Analytics are intellectual property and confidential information of Jupiter, and may be used and disclosed as specifically permitted herein.

2. No Warranty. The Disclosure Analytics is provided on an “AS IS” basis and without warranties.  Jupiter hereby expressly disclaims all warranties, including any implied warranties of merchantability and fitness for a particular purpose and any warranties arising out of course of performance, course of dealing or usage of trade. Customer acknowledges that Disclosure Analytics consists of projections with respect to which there are inherent uncertainties. Customer agrees that Customer has full responsibility for making its own decisions, including, as between the parties, responsibility for any damages resulting from those decisions.

3. Limitations.  Under no circumstances and under no legal theory, whether in tort, contract, or otherwise, will Jupiter be liable to the other party for any indirect, special, incidental, consequential or punitive damages of any character, even if Jupiter knew or should have known of the possibility of such damages.  Under no circumstances and under no legal theory, whether in tort, contract or otherwise, will Jupiter’s liability under this Agreement exceed the amounts paid by Customer under the applicable CSRD Order.

4. Miscellaneous. This Agreement and any disputes hereunder will be governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement will be submitted to and resolved by a court of competent jurisdiction in Wilmington, Delaware. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications and agreements, whether oral or written, between the parties relating to the subject matter hereof. No purchase order or other text that purports to modify or supplement the printed text of this Agreement will add to or vary the terms of this Agreement. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by duly authorized signatories of both parties. The waiver by either party of a default under any provision of this Agreement will not be construed as a waiver of any subsequent default under the same or any other provision of this Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. Should legal action arise concerning this Agreement, the prevailing party will be entitled to recover all reasonable attorneys’ fees and related costs, in addition to any other relief which may be awarded by any court or other tribunal of competent jurisdiction. Should any provision of this Agreement be found unenforceable, such provision will be enforced to the fullest extent permitted by law and the remainder of this Agreement will remain in full force and effect.  The parties are independent contractors, and neither party will have any authority of any kind to bind the other party in any respect whatsoever.

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Published: September, 2024

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