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Thank you for choosing TeseCapital Limited (“Tese”). These Terms of Use (the “Terms”) are a binding contract between you or the business you represent (“you”) and Tese. By accessing or using the website https://tese.io (the “Website”)or any of the services indicated in Exhibit A hereto (togetherwith the Website, hereinafter referred to as the “Services”), you accept, without limitation, the Terms in their entirety.
You represent and warrant that you are an individual of legal age in your jurisdiction to form a binding contract. If you agree to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case,the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
If you do not agree with any of these Terms, or the documents they refer to, you may not access or use any of the Services in any manner.
Changes to the Terms of Use
Tese reserves the right to change these Terms at any time. In case of change, Tese will use its best effort to bring it to your attention by placing a notice on the Website, and/or by other means, but you are responsible for knowing what the current Terms are. Notwithstanding the foregoing, if you are a registered user of Tese’s Services with an active account with Tese, we will notify you via the email address you provided at registration at least seven (7) days in advance before making any material changes to these Terms so that you can review the proposed new Terms.
You will no longer be able to use the Services ifyou do not agree with the new Terms. Your continued use of the Services in anyway after a change to the Terms is effective means you agree to the change.
Use of the Tese Services
Your usage of the Services is at your own risk, and, to the extent permitted by applicable laws, Tese will not be liable for any damage you suffer as a result of such use. You represent and warrant that you have the legal right to send, upload or otherwise communicate any data or information that you communicate to Tese.
Your Tese Account
In order to use Tese’s Services, with the exception of certain publicly accessible features of the Website, you must create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify Tese of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session in order to preserve the account’s security.
To the extent permitted by applicable laws, Tese cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with the above or from any unauthorized access toor use of your account.
Security Safeguards
Tese takes reasonable precautions to ensure the protection of the sustainability data (which may include personal information) collected, used or disclosed by us using appropriate physical, organizational and technological measures. Tese uses industry-standard encryption technologies to receive sensitive datasubmitted by you via the Services. For more information regarding Tese’s security safeguards
Personal Information and Privacy
Tese is committed to protecting and respecting yourprivacy, and will only use personal information submitted in conformity withall applicable laws and regulations, and in accordance with the (the “Privacy Policy”). By using the Services, you agree that Tese can collect,use, store and otherwise process the personal information provided by you inaccordance with the Privacy Policy.
Sustainability Data
When you use any of Tese’s Services, Tese will haveaccess to and process your sustainability data. Sustainability data includesany and all informationthat relates to any activity or operation conducted by an enterprise with environmental,social, or corporate governance impacts.
Your sustainability datamay be collected by Tese or submitted to Tese in one or more of the followingways:
1. By Tese’s staff members
2. Via Tese’s hardware
3. By your own staff membersand agents
4. Through a third-party’sservice offering, which could include hardware and cloud- based systems, madeavailable via Tese’s Services
Your sustainability data collected by or submitted to Tese through your use of the Services shall be accessible to you and your internal personnel via the Dashboard (as defined in Exhibit A), and accessible to Tese. You can share by yourself, or instruct or permit Tese to share your sustainability data with specific third parties, suchas government entities and business partners for purposes such as ESG due diligence, and financial institutions for financing purposes.
Tese will not sell anyof your sustainability data without your prior consent. Tesewill not disclose your sustainability data to third parties without your priorconsent, unless the disclosure of your sustainability data is:
1. necessary for Tese to provide the Services requested by you;
2. required by law; or
3. in anonymized and aggregate form, as further explained in the section titled “Aggregateand Anonymized Data” below.
Furthermore, as part ofthe Services, Tese can use and analyze your sustainability data to recommendservices and products from Tese and third parties contracted with Tese, to you.
In addition to theabove, any personal information that may form part of your sustainability dataprocessed by Tese will be governed by Tese’s Privacy Policy.
Aggregateand Anonymized Data
You agree and acknowledge that Tese may collect, use, and disclose aggregate data (meaning numerical or non-numerical information that is collected from multiple sources, measures, variables, or individuals and compiled into a data summary)and anonymized data (meaning information which does not relate to an identified or identifiable natural person or to personal information rendered anonymous in such a manner that the data subject is not or no longer identifiable) derived from your use of theServices, for product and service improvement and development, industry and trend analysis, comparisons, benchmarking, analytics, marketing and other business purposes. All such data collected, used and disclosed pursuant to this section will be in aggregate and anonymized form only. Upon creation, Tese will be the sole owner of such aggregate and anonymized data, and may copy, comingle and use such data, in its sole discretion, for any lawful purpose, without further authorization by you.
Services, Fees and Payments
Services shall be governed by the service-specific terms in Exhibit A hereto and by the terms of any statement of work, order form or similar documents accepted by you and Tese for the Services you request.
Fees and payments shall be governed by the terms of any statement of work, order form or similar documents accepted by you and Tese for the Services you request. Your failure to make any payments when due shall result in the termination of your access to the applicable Services.
No Warranties
To the extent permitted by applicable laws, theServices are provided “AS IS”, without any representations or warranties, express or implied.
Without prejudice to the generality of the foregoingparagraph, Tese does not warrant that:
a) The Services will be constantly available, or availableat all; or
b) The information contained therein is complete, true,accurate or non-misleading.
Limitations of Liability
To the maximum extent permitted by applicable laws,in no event shall Tese, its officers, directors, managers, employees,independent contractors, agents, servants, contractors, affiliates, licensors,parents, subsidiaries, shareholders, owners, members or any other affiliatedcompanies, entities or persons, (each a “Tese Party”) be liable to you(whether under the law of contract, the law of torts, negligence or otherwise)in relation to the contents of, or use of, or otherwise in connection with theServices:
In no event shall any Tese Party be liable to youfor any claims in an amount exceeding the amount Tese received from youhereunder during the three (3) months preceding the claim giving rise to suchliability or HKD$100.00, whichever is greater. This limitation of liabilitysection applies whether the alleged liability is based on contract, tort,negligence, strict liability, or any other basis, even if Tese has beenexpressly advised of the possibility of such damage or loss. The foregoinglimitation of liability shall apply to the fullest extent permitted by law inthe applicable jurisdiction.
Some jurisdictions do not allow the exclusion ofimplied warranties or the exclusion or limitation of incidental orconsequential damages, so the above limitations or exclusions may not apply toyou. These Terms give you specific legal rights, and you may also have otherrights, which vary based on the applicable jurisdiction. The disclaimers,exclusions, and limitations of liability under this agreement will not apply tothe extent prohibited by applicable law.
You accept that Tese has an interest in limiting thepersonal liability of its officers and employees. You agree that you will not bring any claimpersonally against any Tese Party in respect of any losses you suffer inconnection with the Website.
Without prejudice to the foregoing paragraph, youagree that the limitations of warranties and liability set out in these Terms arereasonable and will protect all Tese Parties.
Intellectual Property and Confidentiality Rights
The Services may contain intellectual property, industrial and otherproprietary rights, protected or protectable under the laws of any country,including (a) trade names, trade dress, trademarks, service marks, logos, brandnames and other identifiers; (b) copyrights, moral rights, neighboring rights,and related rights; (c) domestic and foreign inventions, patents and theregistrations, applications, renewals, extensions and continuations, in wholeor in part, thereof (hereinafter “Intellectual Property”), as well astrade secrets, inventions, discoveries, devices, processes, designs,techniques, trade secrets, ideas, know-how and other confidential orproprietary information, whether or not reduced to practice (hereinafter “ConfidentialInformation”). Unless specified otherwise in writing, all IntellectualProperty or Confidential Information rights in any element contained in the Services,with the exception of third-party products, services and content, shall beexclusively owned by Tese.
You may use the content of the Services only for thepurpose of using the Services as provided and for no other purpose. Nomaterials made available through any of the Services may be copied, reproduced,modified, republished, uploaded, posted, transmitted, or distributed in anyform or by any means without Tese’s prior written permission. All rights notexpressly granted herein are hereby reserved by Tese.
Any unauthorized use of the materials appearing onthis site may violate confidentiality, copyright, trademark, patent, and/orother applicable laws and could result in criminal or civil penalties.
Unauthorized Use
You agree to only use the Services as permitted under these Terms. You agree not to:
a) use any device, software orroutine to interfere or attempt to interfere with the proper working of theServices;
b) take any action that imposesan unreasonable or disproportionately large load on the Services and/or related infrastructure;
c) use any robot, or other automatic device, or manual process to monitor or copy the Services or any content contained there in without the prior written consent of a duly authorized representative of Tese;
d) interfere with or disruptServices or servers or networks connected to the Services;
e) harass, disturb or otherwiseprevent other users from using the Services; or
f) collect and/or store anyusage data, including any personal information, about other users of the Services.
In the event of any unauthorized use or suspected unauthorized use of the Services by you, Tese may immediately terminate your access and use of the Services and order that you terminate your use and access of the Services.
Other Parties
Tese shall not be responsible, directly orindirectly, for any third-party ads, links, information, content, products orservices hosted on or made available through the Services.
Tese has not reviewed all of the sites linked to theServices, and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Tese. Use of any suchl inked website is at your own risk. Before you act on information you have found on the Website or through the Services, please confirm any facts that are important to your decision.
You hereby release each Tese Party from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Services including but not limited to damages relating to any bugs, viruses, Trojan horses, spyware or the like that may be transmitted to you through our Services by third parties and/or any damages relating to viewing or interacting with illegal third-party content that may be found via our Services.
Indemnification
You agree to defend, indemnify and hold harmless all Tese Parties from and against any and all claims, actions, suits, demands, damages, obligations, losses, liabilities, costs or debt, and expenses(including but not limited to attorney’s fees) (collectively “Claims”)arising out of or relating to: your use of and access to our Services; your violation of any term of these Terms, including without limitation your breach of any representations and warranties herein; your violation of any third-party right, including without limitation any right of privacy or IntellectualProperty; your violation of any applicable law, rule or regulation. Tese mays elect counsel for and control the defense of any claim that you are in demnifying. You will reasonably cooperate with us in connection with any claim.
Force Majeure
Tese shall under no circumstances be liable for failing to fulfill its obligations under these Terms or for any delays in delivery of the Services attributable to acts of God, man-made or natural disasters, earthquakes, fire, riots, flood, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.
Waivers
Failure to enforce any right or provision of theseTerms will not be considered a waiver of those rights.
Severability
If any provision of these Terms is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of these Terms.
Assignment
These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you. Tese may assign our rights under these Terms without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Governing Law
You and Tese agree to resolve any disputes between you and Tese related to these Terms through binding and final arbitration instead of through court proceedings. You and Tese each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other disputearising between you and Tese relating to these Terms or the Website. Inaddition, you agree to waive the right to participate in a class action orlitigate on a class-wide basis. You agree that you have expressly and knowingly waived these rights.
These Terms shall be governed and construed in accordance with the laws of Hong Kong, S.A.R., excluding its conflict of law provisions. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by theHong Kong International Arbitration Centre (HKIAC) under the HKIAC AdministeredArbitration Rules in force when the notice of arbitration is submitted. The arbitration shall take place in Hong KongS.A.R., in the English language and the arbitral decision may be enforced in any court. The number of arbitrators shall be one. The prevailing party in any action or proceeding to enforce these Terms shall be entitled to costs and attorneys' fees.
Contact Us
You may contact us at https://marketplace.tese.io/pages/contact or email us at support@tese.io.
EXHIBIT A
SERVICE-SPECIFIC TERMS
Tese provides a sustainability management ecosystem through its Services, which includes the Website and the following, to help small and medium enterprises monitor and improve their ESG metrics:
The Dashboard
Tese’splatform provides smalland medium-sized enterprises (SMEs) with the tools and metrics to monitor,track and report their environmental, social, and corporate governance (ESG)performance in the form of a dashboard (the “Dashboard”).
a. License: Subject to the Terms, Tese here by grants you, for the duration of your active subscription to the Dashboard, a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the Dashboard for the sole purpose of monitoring, tracking and reporting your ESG performance.
Except as may be expressly permitted by applicable law or expressly authorized by Tese in writing, you shall not:
i. modify the Dashboard oruse it for any purpose other than the purpose for which it is intended;
ii. decompile, reverseengineer, disassemble or make derivative works from the Dashboard;
iii. remove anyconfidentiality, privacy, patent, copyright, trademark or other proprietarynotices from the Dashboard;
iv. transfer access to the Dashboard to another person or entity in manners inconsistent with these Terms;
v. copy or enable any unauthorized copying of the Dashboard or the information it contains, except as expressly permitted by this license; or
vi. provide your log-in information to another person, corporation or entity.
Tese may terminate orde commission the Dashboard at any time. In doing so, Tese has the right to destroy all data, including personal information, related to or within your account on the Dashboard. All rights not expressly granted herein are here by reserved by Tese.
b. Accesst o Premises: In order to provide you with certain services associated to the Dashboard, Tese may need to install sensors in your business facilities and premises, which will track and monitor your ESG data and performance. You agree that you shall allow Tese Parties to access your business facilities and premises during regular business hours in order to have full access to the Dashboard’s features and functionalities.
Knowledge Hub & Academy
Tese’s Knowledge Hub & Academy provide SMEs with Tese’s original and third-party educational and informational content on ESG.
Marketplace
Tese’s Marketplace allows SMEs to search, explore and purchase a diverse range of sustainable products and services suited to their ESG needs from third-party vendors.
Sustainable Finance
Tese connects SMEs with financial institutions and an array of sustainable finance products.
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