General Terms and Conditions

Eaternity grants to the user a non-exclusive, non-transferable, temporary, royalty-bearing and revocable right during the term of this agreement to use the deliverables (from services), dataset and software according to this agreement. The number of licenses required by the user is determined in the SOW.

The license granted to the user is limited to the use of the deliverables, dataset and software within the user's organization and for internal purposes only. This license shall not include the right to sub-license, sell, lease, transfer or otherwise grant third parties access to the deliverables, dataset and software in parts or in whole.

Remote access to the software and datasets is granted either via an electronic interface (API) and only as specified in its documentation (eaternity.github.io/eaternity-api), a web user interface (app.eaternity.ch) or manually. The dataset is confidential. The user is furthermore prohibited from merging or linking the data of the dataset with its own or third party data.

Eaternity shall update the dataset at its own discretion. Upon any update of the dataset the user undertakes to only use such updated version, and to delete any stored or not used dataset. The user undertakes not to disclose the dataset and software, in whole or in part, to third parties.

The deliverables, software and dataset provided under this agreement are provided "as is" without warranty of any kind, especially, but not limited to fitness for a particular purpose or merchantability, or non-infringement of third party rights.

The software is provided through cloud infrastructure. Eaternity disclaims any and all warranty for goods and services as well as warranty of title for the underlying infrastructure. The user shall be responsible and accountable for the selection, provision, installation, implementation, use and maintenance of the operating platform, network and data security. The user shall be responsible for securing and making back-ups of its (IT) systems and data at all times.

The user may terminate this agreement with one (1) month prior written notice to Eaternity. Eaternity may terminate this agreement any time without notice and revoke the licenses granted herein if the user materially breaches this agreement. Eaternity may terminate this agreement with twelve (12) month prior notice, but must offer a feasible contingency offer instead.

Background IP: Each party shall retain ownership and intellectual property rights of its copyrightable materials, inventions, patents, trademarks, know-how, data and other intellectual property pre-existing to the effective date (signature date of this agreement), including any enhancements, modifications and derivative works thereof after the effective date.

Foreground IP: Eaternity shall retain ownership and intellectual property rights of deliverables, software and datasets created or invented after the effective date. In the event the parties make a joint deliverable, software, dataset or invention in the performance of this project, the user herewith assigns, transfers and conveys any right, title and interest thereto to Eaternity, including all intellectual property rights. This assignment includes inter alia the rights pursuant to articles 9, 10 and 11 of the Swiss Copyright Act. Eaternity shall have the right to file patent applications for joint inventions.

Eaternity, and its licensors respectively, shall retain ownership and own the dataset, regardless whether it is copyrighted or not. The intellectual property rights pertaining to the dataset, as the case may be, shall vest in Eaternity. Eaternity, and its licensors respectively, shall own all rights in developments, translations, changes and updates of the datasets and copies thereof.

The provisions of the separate Non Disclosure Agreement (NDA) between the parties apply.

Circumstances may arise where, because of a default by Eaternity in the performance of its obligations under this agreement or other liability, the user is entitled to recover damage from Eaternity. Regardless of the basis on which the user is entitled to claim damages from Eaternity, and except as expressly required by law without the possibility of contractual waiver, Eaternity's entire liability in the aggregate for all claims arising from or related to this agreement for the term shall not exceed the amount of any direct damage, but in no event more than the total amount payed by the user under this agreement. The limit also applies to any of Eaternity's subcontractors. It is the maximum for which Eaternity and its subcontractors are collectively liable.

Under no circumstances, even if informed of their possibility, is Eaternity or are its subcontractors liable for loss of, or damage to, data; special, incidental, exemplary, indirect, or consequential damages; or lost profits, business, revenue, goodwill, or anticipated savings.

If during the fulfillment of this agreement the user processes or provides personal data (i.e. personally identifiable data) to Eaternity according to the Swiss Data Protection Act, the user shall be responsible for obtaining such persons' consent. Such consent shall also include the right of Eaternity to transfer such personal data abroad.

The scope of this communication policy is to stipulate how, where and in what form Eaternity's brand, name, Eaternity-Score, calculations & facts, and slogans shall be printed and published.

When communicating calculated values with Eaternity's data it must be clearly apparent that they have been computed by Eaternity. To ensure the integrity and accuracy of the information, Eaternity's prior written approval is required for any publication in print or other media (e.g. online) by the user referencing either Eaternity or its values.

Each user shall offer its consumer at least two touch points with Eaternity's brand. Distinguished menus shall depict the Eaternity Score icon and calculated values shall directly reference such icon. Guests shall be able to trace without assistance the source of the impact assessments and the source of the underlying information (e.g.: Eaternity) shall be visible (billboard, certificate, flyer, other written document in print or digital).

If menus claim to be sustainable based on Eaternity's impact assessments, they must have received the respective Eaternity Score. Eaternity can reference the menus in its own communication with the Eaternity Score.

"Use" shall mean the complete or partial, momentary or permanent booting, importing, storing, transmitting, transforming, displaying, running, and playing of the deliverables and/or software and/or dataset.

"Invention" shall mean any idea, design, concept, technique, invention, discovery or improvement, whether or not patentable, conceived or first reduced to practice solely by one or more employees of a party hereto.

For questions about these Terms and Conditions, please contact us at legal@eaternity.org