These CEDA Additional Terms apply to any customer of Climatiq that integrates or embeds Climatiq’s products, APIs, data and/or tools into its own software or services and makes available to its own end customers any functionality that incorporates or relies on CEDA Data (a “SaaS Partner” or “Partner”). These CEDA Additional Terms govern the SaaS Partner’s access to and use of the Comprehensive Environmental Data Archive by Watershed ("CEDA by Watershed"), including any electronic files, emission factors and associated metadata forming part of it (the "CEDA Data") and the SaaS Partner’s enablement of any End Customer access to CEDA Data and Calculated Results.
CEDA Data is licensed to Climatiq by Watershed Technology, Inc. (“Watershed”) and sublicensed onward as described here.
Partner must comply with these CEDA Additional Terms. In the event of any conflict between these CEDA Additional Terms and any other agreement or terms governing Partner’s access to or use of the CEDA Data, these CEDA Additional Terms shall prevail solely with respect to the CEDA Data and Partner’s access to and use thereof, except to the extent expressly agreed otherwise in an order form or other written agreement signed by Climatiq that refers to these CEDA Additional Terms.
These CEDA Additional Terms are incorporated into the agreement governing Partner’s access to the CEDA Data, and the governing law and jurisdiction provisions of that agreement apply to these CEDA Additional Terms.
These CEDA Additional Terms do not apply to any subset of the CEDA Data that Watershed has made publicly available under a Creative Commons license (including Open CEDA).
In these CEDA Additional Terms:
“Calculated Results” means outputs, estimates, scores, mappings, or other results generated using the CEDA Data, including emissions estimates and activity-to-factor mappings.
“Emissions Report” means any report regarding an End Customer’s carbon emissions that is generated using the CEDA Data.
“End Customer” means Partner’s corporate clients and end users that are authorised to access or use CEDA Data and/or Calculated Results through the Partner Solution.
1. Flow-down, End Customer Binding and Reporting
1.1 Partner represents, warrants and undertakes that, before enabling any End Customer to access or use CEDA Data or Calculated Results, it will ensure that such End Customer is bound by written terms that include (i) the End Customer restrictions and permissions required by these CEDA Additional Terms and (ii) an obligation for End Customers to comply with the end customer terms made available at https://www.climatiq.io/partner-terms/ceda (the “End Customer CEDA Terms”). Partner shall provide Climatiq with the then-current End Customer terms used by Partner upon request and shall not materially amend or weaken those terms, or the manner in which they are made binding, without Climatiq’s prior written approval.
1.2 Partner shall ensure that its End Customer terms require any further downstream user receiving access to CEDA Data or Calculated Results through an End Customer to be bound by obligations equivalent to the End Customer CEDA Terms.
1.3 Partner shall accurately confirm to Climatiq, upon Climatiq’s request, the number of (a) End Customers that access or use any functionality powered by CEDA Data and (b) any other beneficiaries of the relevant calculations. Partner shall ensure that no more than the maximum number of End Customers and/or beneficiaries permitted under the applicable order form or agreement are provided access during the term.
1.4 Partner shall promptly notify Climatiq upon becoming aware of any unauthorised access to or use of the CEDA Data by any End Customer, any of Partner’s personnel, or any third party, and shall use commercially reasonable efforts to mitigate and remediate the effects of such unauthorised access or use and to prevent its recurrence, including by cooperating with Climatiq and Watershed as reasonably requested.
1.5 Partner is responsible and liable for all access to and use of the CEDA Data that Partner enables, directly or indirectly, including by its personnel and its End Customers. Any act or omission by an End Customer or by Partner’s personnel that would constitute a breach of these CEDA Additional Terms if taken by Partner will be treated as a breach by Partner to the extent it results from Partner’s breach of these CEDA Additional Terms, Partner’s other agreements with Climatiq, Partner’s negligence or wilful misconduct, or Partner’s failure to impose or enforce the terms required under Section 1.1.
1.6 Upon Climatiq’s reasonable written request where Climatiq has a good faith belief that an End Customer is in breach of the End Customer CEDA Terms, Partner shall enforce those terms against the relevant End Customer and, where the breach is material and uncured, suspend or terminate that End Customer’s access to functionality powered by CEDA Data.
1.7 Where the End Customer CEDA Terms permit a consent, approval, or permission to be given by Partner, Partner shall not give it without Climatiq's prior written approval.
2. Permitted Partner Use and End Customer Use
2.1 Partner may use the CEDA Data solely to develop and provide its own software subscription service that incorporates CEDA Data (the “Partner Solution”), and to make CEDA Data and Calculated Results available to End Customers through the Partner Solution for those End Customers’ own internal commercial use.
2.2 End Customers may use CEDA Data and Calculated Results solely to calculate the End Customer’s own emissions or sustainability metrics and to generate the End Customer’s own internal reports or compliance outputs, and only through and within the Partner Solution.
2.3 No other use is permitted, including without limitation use for providing emissions calculation services, benchmarking services, data products, indices, or consultancy outputs to any third party, other than enabling an End Customer’s own calculations via the Partner Solution.
2.4 Partner shall not resell or redistribute the CEDA Data outside of the Partner Solution.
2.5 Partner’s right to access and use the CEDA Data is limited to the entitlement period granted to Partner. Upon expiry or termination of that entitlement period, Partner shall (a) cease to provide any new End Customer with access to functionality powered by CEDA Data, (b) promptly delete or securely destroy all CEDA Data (including any stored extracts and local copies), and (c) ensure that each End Customer promptly deletes or securely destroys all CEDA Data in its possession or control.
3. Export and Disclosures
3.1 Partner shall not enable any End Customer or any other third party to extract, export, download, compile, or otherwise obtain the CEDA Data as a dataset, in bulk, or in any form that is usable independently of the Partner Solution, whether directly or indirectly, including by means of repeated or automated requests, and including via any user interface, API response, report export, dataset export, documentation, logs or other output.
3.2 Partner shall not expose, and shall not enable any End Customer or other third party to reproduce, the original CEDA Data (including individual emission factor values) in any public display of calculated emissions.
3.3 Sections 3.1 and 3.2 do not prevent an End Customer from making, or Partner from enabling, any disclosure expressly permitted under the End Customer CEDA Terms. No such disclosure shall be deemed redistribution by Partner. Partner shall not enable any disclosure beyond what those terms permit and shall ensure that the CEDA Data is not reproduced in reports widely distributed internally within the End Customer or in any report issued to the public, including without limitation the End Customer’s annual reports.
4. Attribution
4.1 Partner shall prominently include the attribution “CEDA by Watershed” and the CEDA by Watershed logo, in the most recent form made available by Climatiq or Watershed, (a) wherever Scope 3 emissions calculations are generated for End Customers using the CEDA Data, including in Emissions Reports and excerpts of Emissions Reports; and (b) on any part of the Partner Solution, such as websites, web portals, or other applications, where Scope 3 calculations are generated using the CEDA Data.
4.2 Partner shall add the following text to any Emissions Report, or excerpt of an Emissions Report, generated using the CEDA Data, with “[NAME]” being replaced by Partner’s legal entity name:
[NAME] utilizes emission factors from the Comprehensive Environmental Data Archive by Watershed (the “CEDA by Watershed”) to calculate emissions and carbon footprint and to then communicate such analysis to our customers. Our customers are permitted to further disclose the CEDA by Watershed disclosed to it by [NAME] in their sustainability reports to internal agents and third parties for the purposes of emissions reporting and/or audits and only to the extent they are required to do so by the relevant entity to which they report and/or which audits them. Our customers are not permitted to reproduce the CEDA by Watershed in any reports widely distributed internally or in any reports issued to the public, such as in Annual Reports.
4.3 Where an End Customer makes a disclosure permitted under the End Customer CEDA Terms that includes any CEDA Data, Partner shall ensure that the End Customer complies with the attribution requirements set out in this Section 4.
4.4 Except as required by this Section 4, Partner shall not use the name, trademarks, or logos of Watershed or CEDA by Watershed without Climatiq’s prior written consent.
4.5 For the avoidance of doubt, the attribution requirements set out above are general in nature and are in no way intended to broaden Partner’s or any End Customer’s permitted use as described above, or to limit the restrictions placed on Partner in Section 6 below.
5. No modification of values
5.1 Partner must not, and must not permit any End Customer or third party to, modify or change in any way the numerical values in the CEDA Data as provided by Watershed.
5.2 For clarity, this does not restrict Partner from developing its own metadata layers, mappings or from generating Calculated Results, provided that the underlying CEDA Data values are used unaltered and no CEDA Data is disclosed or reproduced other than as permitted under these CEDA Additional Terms.
6. Prohibited conduct
Partner must not, and must not permit any End Customer, any of its personnel, or any third party to:
If and to the extent Climatiq Terms (https://www.climatiq.io/terms) apply to Partner, these CEDA Additional Terms provide additional restrictions to the use of CEDA Data and Calculated Results as per section 5.9 of Climatiq Terms.
7. Confidentiality and security
7.1 Partner acknowledges that the CEDA Data is confidential information of Watershed, and Partner must not disclose the CEDA Data to any person except as expressly permitted under Sections 2 and 3 and, in each case, only to those of its personnel who need to know it for the purposes permitted under these CEDA Additional Terms and who are bound by obligations of confidentiality no less protective than those set out here.
7.2 Section 7.1 does not apply to any subset of the CEDA Data that Watershed has made publicly available under a Creative Commons license (including Open CEDA), or to Partner’s independently developed materials (including Partner’s own metadata layers, mappings, and Calculated Results) that do not disclose Watershed’s confidential information or reproduce Watershed’s proprietary dataset.
7.3 Partner will implement and maintain reasonable administrative, technical, and organizational security measures designed to protect the CEDA Data against unauthorized access, disclosure or alteration, including encryption in transit, encryption at rest to the extent Partner stores any CEDA Data, and access controls limiting access to authorized personnel with a need to know. Partner shall ensure that its End Customer terms require End Customers to implement and maintain equivalent measures with respect to any CEDA Data they access, use, or store.
7.4 Partner will promptly notify Climatiq of any actual or reasonably suspected unauthorized access to, or disclosure or reproduction of, any CEDA Data (including any security incident affecting CEDA Data), and will cooperate with Climatiq and Watershed as reasonably requested in investigating and remediating the incident. Partner shall ensure that its End Customer terms require End Customers promptly to notify Partner of any such actual or reasonably suspected unauthorized access, disclosure, reproduction, or security incident and to use commercially reasonable efforts to mitigate and remediate its effects and prevent its recurrence.
8. Compliance verification
8.1 Partner agrees that Climatiq may disclose to Watershed (i) the Partner’s unique account identifier, (ii) the Partner's country of incorporation, and (iii) the Partner’s number of employees. In the case of an audit by Watershed, Climatiq may also disclose Partner’s name. Partner shall provide this information to Climatiq upon request and shall ensure that it is entitled to do so.
8.2 Partner will reasonably cooperate with Climatiq and Watershed in connection with verification of compliance with these CEDA Additional Terms, including by promptly providing information reasonably requested for such purpose. This may include information about Partner’s End Customers.
9. Ownership; no sale
All rights in and to CEDA Data, including all intellectual property rights, remain with Watershed and/or its licensors. CEDA Data is licensed, not sold. Nothing in these CEDA Additional Terms grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the CEDA Data. Climatiq and Watershed reserve all rights not expressly granted.
10. Export control
The CEDA Data may be subject to US export control laws, including the U.S. Export Administration Act and its associated regulations. Partner must not, directly or indirectly, export, re-export, or release the CEDA Data to, or make the CEDA Data accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation, and must comply with all applicable export laws, regulations and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) before doing so. Partner shall impose equivalent obligations on its End Customers.
11. Disclaimer
CEDA Data is provided “as is” without warranties of accuracy, completeness, or fitness for a particular purpose. Some data and information contained in the CEDA Data may, of necessity, involve statistical and systematic uncertainties. Partner uses it at its own risk.
12. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLIMATIQ’S OR WATERSHED’S AGGREGATE LIABILITY TO PARTNER ARISING OUT OF OR RELATING TO THE CEDA DATA EXCEED THE FEES PAID OR PAYABLE BY CLIMATIQ TO WATERSHED FOR ACCESS TO THE CEDA DATA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION IS BASED SOLELY ON AMOUNTS PAID OR PAYABLE BY CLIMATIQ TO WATERSHED AND EXCLUDES ANY FEES PAID BY PARTNER TO CLIMATIQ.
IN NO EVENT WILL CLIMATIQ OR WATERSHED BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS, LOSS OF GOODWILL OR REPUTATION, OR LOSS OF OR INABILITY TO USE ANY DATA, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR WHETHER SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
13. Third-party beneficiaries
Watershed is an intended third-party beneficiary of these CEDA Additional Terms and may enforce them directly.
14. Equitable Relief
Partner acknowledges that any breach or threatened breach of these CEDA Additional Terms relating to the CEDA Data, including any unauthorized disclosure, reverse engineering or reconstruction (or attempted reconstruction) of the CEDA dataset, modification of the numerical values in the CEDA Data, creation or distribution of substantially replicative outputs, failure to bind End Customers as required under Section 1, or removal or obscuring of proprietary notices, may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, Climatiq and Watershed (and their respective licensors, as applicable) are each entitled to seek immediate injunctive and/or other equitable relief to prevent or curtail any such breach or threatened breach, without the necessity of posting bond or proving that monetary damages would be sufficient, in addition to any other rights and remedies available at law or in equity.
15. Suspension
Climatiq may, without liability to Partner and without limiting any other rights or remedies, immediately suspend or restrict Partner's access to or use of the CEDA Data, and/or disable any functionality of the Partner Solution powered by CEDA Data, in whole or in part, if Climatiq reasonably believes that: (a) Partner, any End Customer, Partner's personnel, or any third party has breached or is likely to breach these CEDA Additional Terms or the End Customer CEDA Terms; (b) there has been any actual or reasonably suspected unauthorized access to, use of, disclosure of, reproduction of, or security incident affecting the CEDA Data; (c) suspension is reasonably necessary to protect the security, confidentiality, integrity, or proprietary rights in the CEDA Data; or (d) Partner's entitlement to access or use the CEDA Data has expired or terminated.
Climatiq will use commercially reasonable efforts to provide Partner notice of any suspension and the basis for it, unless doing so would compromise the security or protection of the CEDA Data or would be impracticable in the circumstances. Partner shall promptly cooperate with Climatiq and Watershed to investigate, mitigate, and remediate the relevant matter. Climatiq may restore access in its discretion after it reasonably determines that the matter giving rise to the suspension has been resolved. Any suspension under this Section 15 does not relieve Partner of its obligations under these CEDA Additional Terms and does not constitute a waiver of Climatiq's or Watershed's rights or remedies.
16. Indemnification
Partner shall defend, indemnify, and hold harmless Climatiq, Watershed, their respective affiliates and licensors, and each of their respective officers, directors, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable legal fees and expenses) arising out of or relating to: (a) Partner's, its personnel's, or any End Customer's access to or use of the CEDA Data or Calculated Results, except to the extent such claim arises solely from Climatiq's or Watershed's breach of these CEDA Additional Terms; (b) any breach by Partner of these CEDA Additional Terms, including any failure to impose, maintain, or enforce the terms required under Section 1; (c) any unauthorized access to, use of, disclosure of, reproduction of, export of, or other handling of CEDA Data by Partner, its personnel, any End Customer, or any other person to whom Partner or an End Customer provides access; (d) any security incident affecting CEDA Data to the extent caused by Partner, its personnel, or any End Customer; or (e) Partner's, its personnel's, or any End Customer's violation of applicable law or infringement, misappropriation, or other violation of a third party's rights in connection with the Partner Solution, CEDA Data, or Calculated Results.
The applicable Indemnified Party shall promptly notify Partner of any claim for which it seeks indemnification under this Section 16, provided that any delay in notice will relieve Partner of its obligations only to the extent Partner is materially prejudiced by that delay. Partner shall control the defense and settlement of the claim, using counsel reasonably acceptable to the applicable Indemnified Party; provided that Partner shall not settle any claim in a manner that admits liability of, imposes any obligation on, or otherwise adversely affects any Indemnified Party without the applicable Indemnified Party's prior written consent. Each Indemnified Party may participate in the defense with counsel of its choice at its own expense. Each Indemnified Party shall reasonably cooperate in the defense of any such claim at Partner's expense.
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