1. Acceptance of Terms

By accessing or using the GaiaLens platform (“Service”), you agree to comply with and be bound by these Terms of Service (“Terms”). If you do not agree with these Terms, you may not use our Service.

These Terms shall commence from the date you first agree with them, and the Service becomes operational (the “Effective Date”) and shall continue for a period of [*] (the “Initial Subscription Term”), after which the Service shall be automatically renewed for consecutive Renewal Period(s) as defined in clause 6.

2. About GaiaLens

GaiaLens provides an AI-powered sustainability analytics platform designed for institutional investors and financial services companies. Our Service offers sustainability metrics, insights, and tools to assist users in their sustainability workflows. Further details about the products subject to these Terms and the Service can be found here: https://www.gaialens.com/oursolutions

3. Our Obligations

• GaiaLens shall perform the Service substantially in accordance with these Terms and with reasonable skill and care. This obligation shall not apply to the extent of any non-conformance which is caused by the use of the Service contrary to our instructions, or modification or alteration of the Service by any party other than us, our duly authorised contractors and agents. If the Service do not conform with this obligation, we will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly. This correction constitutes your sole and exclusive remedy for any breach of the undertaking set out in this clause.

• GaiaLens:

  1. does not warrant that your use of the Service will be uninterrupted or error-free;

  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

• This agreement shall not prevent GaiaLens from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

• We warrant you that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms.

4. User Eligibility

• You must be at least 18 years old (or the age of majority in your jurisdiction) to use GaiaLens.

• By using our Service, you confirm that you have the authority and legal capacity to enter into these Terms.

5. User Accounts

• You may be required to create an account to access certain features of the Service.

• You are responsible for maintaining the confidentiality of your account information, including your password.

• You agree to notify GaiaLens immediately of any unauthorised use of your account.

6. Charges and payment

• You agree to pay the subscription fee (the “Service Fee”) for the Service to GaiaLens in advance instalments as set out in our website (https://www.gaialens.com/pricing) for the duration of the Subscription Term. Subscription Term means the Initial Subscription Term for Service together with any subsequent Renewal Periods.

• The Service Fee shall be updated from time to time by us, and such updates shall be effective from the date that they are posted on our website.

• The Service Fee shall be renewed monthly or annually (the "Renewal Period”), depending on your choice.

• If we have not received payment of a Service Fee within 3 days after its due date, we may disable your password, account and access to all of the Service, and we shall be under no obligation to provide any of the Service while the invoice(s) concerned remain unpaid.

• Any payment not received by the GaiaLens by the due date and not subject to a reasonable and good faith dispute may accrue late interest at the lower of (i) the rate of 1% of the outstanding balance per month, or (ii) the maximum rate permitted by law.

7. Permitted Uses

• GaiaLens grants you a limited, non-exclusive, non-transferable right and license to use our Service in accordance with these Terms.

You may not:

• Use the Service for any unlawful purpose.

• Reverse-engineer, decompile, or disassemble any part of the Service.

• Exploit any part of the Service for commercial purposes without our express permission.

• Sell, sublicence, assign, distribute, publish, transfer, disclose, or otherwise make available the downloadable data or reports in their current form or a substantially similar form.

• Sell, sublicence, assign, disclose or transfer their log-in details used in connection to the Service to any person and/or corporate body.

• Access, store, distribute or transmit any viruses, or any material during the course of your use of the Service that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or is otherwise illegal or causes damage or injury to any person or property.

• GaiaLens reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.

8. Your obligations

You shall:

(a) provide GaiaLens with:

(i) all necessary co-operation in relation to these Terms; and

(ii) all necessary access to such information as may be required by us;

in order to provide the Service, including but not limited to your personal information, security access information and configuration services;

(b) without affecting other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;

(c) carry out all your other responsibilities set out in these Terms in a timely and efficient manner;

(d) obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these Terms, including without limitation the Service;

(e) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

(f) be, to the extent permitted by law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

9. Intellectual Property

• All content, features, and functionality on GaiaLens (including but not limited to patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, trade names, collective marks, certification marks and domain names, rights in get-up, goodwill and the rights to sue for passing off or unfair competition, design rights, integrated circuit design rights, database rights, confidential information -including know-how and trade secrets and the rights to use and protect confidential information- and all other intellectual property rights, in each case whether registered or unregistered and including all applications, registrations granted pursuant to any of the applications and rights to apply for and be granted, renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world) are owned by or licensed to GaiaLens (the “Intellectual Property Rights”).You may not copy, reproduce, modify, or distribute any part of the Service without written permission from GaiaLens.

• GaiaLens grants you that it has all the rights in relation to the Services that are necessary to concede all the rights it purports to grant under and in accordance with these Terms.

10. User Contributions

• If you submit any data, feedback, or content through the Service, you grant GaiaLens a worldwide, non-exclusive, royalty-free license to use, display, and distribute such contributions.

• You represent that you have the rights to share any data or content you upload.

11. Privacy and Data Protection

• Our Privacy Policy outlines how we collect, use, and protect your data. By using our Service, you agree to the terms of the Privacy Policy.

• We implement reasonable measures to secure your data, but you acknowledge that no system is completely secure.

12. Disclaimer of Warranties

• The Service is provided “as is” and “as available,” without any warranties, express or implied.

• GaiaLens does not guarantee the accuracy, reliability, or completeness of the sustainability analytics provided.

• We shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance and unscheduled maintenance, provided that we have used reasonable endeavours to give you notice in advance.

13. Limitation of Liability

• GaiaLens and its affiliates will not be liable for any indirect, incidental, or consequential damages arising from your use of the Service.

• GaiaLens and its affiliates will not be liable for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses, loss or corruption of data or information or any special, indirect or consequential loss, costs, damages, charges or expenses.

• Our maximum liability to you will not exceed the amount you have paid to GaiaLens for use of the Service.

• Nothing in these Terms excludes your liability for any breach, infringement or misappropriation of GaiaLens’ Intellectual Property Rights.

14. Term and termination

• These Terms shall commence on the date that these Terms are accepted by you and continue during the Subscription Term unless either GaiaLens or you notify the other of termination, in writing, at least [30] days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms shall terminate upon the expiry of the applicable period (the “Termination”).

• On Termination, all licenses granted under these Terms shall immediately terminate and you shall immediately cease all use of the Service.

15. Indemnification

• You agree to defend, indemnify and hold harmless GaiaLens from any claims, losses, actions, proceedings, damages, expenses or costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with  your use of the Service or violation of these Terms.

16. Changes to the Terms

• We may update these Terms from time to time. The latest version will be posted on our website.

• Your continued use of the Service after any changes constitutes acceptance of the updated Terms.

17. Governing Law and Dispute Resolution

These Terms will be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

18. Contact Information

• If you have any questions about these Terms, please contact us at: seb@gaialens.com