Worldly Holdings Inc

MASTER TERMS OF USE

 

Last Updated: May 15, 2023

 

This Master Terms of Use (“Terms”) is a binding agreement between you (“you” or “your”) and Worldly Holdings Inc. (formerly Higg Inc) (“Worldly”), on behalf of itself and its affiliates, relating to: (i)  your access to and use of, as applicable, the https://worldly.io and other websites operated by Worldly and/or its affiliates (collectively, the “Site”), and (ii) your access and use of the Worldly Platform and certain Tools (as such terms are defined below), including other web-based tools, services, and data made available to you by Worldly through the Platform (collectively, the “Services”).

 

For clarity, to the extent applicable, references throughout these Terms to Worldly’s licensors, include its third party and affiliate licensors such as, but not limited to, the Sustainable Apparel Coalition, Inc. (“SAC”).

 

PLEASE CAREFULLY READ THESE TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, DO NOT ACCESS AND USE THE SITE, OR ACCESS, DOWNLOAD, OR USE THE SERVICES OR ANY COMPONENT THEREOF. BY USING THE SITE, OR BY CLICKING “ACCEPT TERMS” AND USING THE PLATFORM, UTILIZING THE SERVICES, ACCESSING, DOWNLOADING AND/OR USING THE TOOLS AND/OR ACCESSING ANY DATA OR INFORMATION MADE AVAILABLE THROUGH THE SITE OR THE SERVICES, YOU REPRESENT AND WARRANT (I) THAT YOU ARE AT LEAST 18 YEARS OLD (OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE) AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THESE TERMS (OR, IN THE CASE OF USE OF THE SITE, YOU ARE OTHERWISE ELIGIBLE TO USE OUR SITE BY MEETING THE REQUIREMENTS SET FORTH IN SECTION 1(a) BELOW), (II) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, AND (III) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR, IF ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER UPON REGISTRATION (IF YOU WILL BE THE ACCOUNT ADMINISTRATOR (AS DEFINED BELOW)) OR ON BEHALF OF THE ENTITY THAT HAS NAMED YOU AS AN AUTHORIZED REPRESENTATIVE (AS DEFINED BELOW) UNDER SUCH ENTITY’S ACCOUNT, AND TO BIND THAT ENTITY TO THESE TERMS.

 

Worldly reserves the right, from time to time, in its sole discretion, to revise, modify, or update these Terms.  When changes are made that relate to use of the Site, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Site or updating the Last Updated date at the top of these Terms following modification. When changes are made that relate to the Services, Worldly will provide you with notice either by email or through the Platform or by updating the “Last Updated” date at the top of the Terms following modification.  Worldly may require you to provide consent to the updated Terms in a specified manner before further use of the Services.  If you do not agree to any change(s) after receiving notice of such change(s), you agree to stop using the Site or the Services, as applicable.  If you continue to use the Site or the Services, your continued use constitutes your acceptance of such changes. PLEASE REGULARLY CHECK THE SITE  OR THE PLATFORM TO VIEW THE CURRENT TERMS.

 

SECTION 1     Our Site.

 

(a) Eligibility.

 

You must be at least 13 years of age to use our Site.  If you are under 18 years of age (or the age of legal majority where you live), you may use our Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms.  If you are a parent or legal guardian of a Site user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such Site user in relation to our Site. If you use our Site on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

 

(b) User Accounts.

 

You may need to register for an account to access some portions of our Site in connection with your use of the Services.  Section 2 discusses the registration and use requirements and restrictions relating to the Services.

 

(c) Prohibited Conduct.

 

You agree that you will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Site.  You will not:

  • Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
  • Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
  • Sell, resell or commercially use our Site;
  • Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Site, except as expressly permitted by us or our licensors;
  • Modify our Site, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Site;
  • Use our Site other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Site or that could damage, disable, overburden or impair the functioning of our Site in any manner;
  • Reverse engineer any aspect of our Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Site;
  • Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Site;
  • Develop or use any applications that interact with our Site without our prior written consent;
  • Bypass or ignore instructions contained in our robots.txt file; or
  • Use our Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

Enforcement of this Section 1(c) is solely at Worldly’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 1(c) does not create any private right of action on the part of any third-party or any reasonable expectation that the Site will not contain any content that is prohibited by such rules.

 

(d) Ownership; Limited License.

 

The Site, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Worldly or our licensors and are protected under both United States and foreign laws.  Except as explicitly stated in these Terms, all rights in and to the Site are reserved by us or our licensors.  Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use our Site for your own personal, noncommercial use.  Any use of the Site other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.

 

(e) Transfer of Data.

 

In order for us to provide our Site, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law as set forth in our Privacy Policy.

 

(f) Site Feedback.

 

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Worldly or our Site (collectively, “Site Feedback”).  You understand that we may use such Site Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Site Feedback in Worldly sole discretion.  You understand that Worldly may treat Site Feedback as nonconfidential.

 

(g) Third-Party Information on Our Site.

 

We may provide information about and images of third-party goods or products, brands, facilities, sites, activities or events, or we may allow third-parties to make their content and information available on or through the Site (collectively, “Third-Party Information”).  We provide Third-Party Information as a service to those interested in such content.  Your dealings or correspondence with third-parties and your use of or interaction with any Third-Party Information are solely between you and the third-party.  Worldly does not control or endorse, and makes no representations or warranties regarding, any Third-Party Information, including as to the completeness, accuracy, reliability, validity or timeliness of such information or images (including any features, specifications and prices contained therein).  Such Third-Party Information is subject to change at any time without notice. Your access to and use of such Third-Party Information is at your own risk.

 

SECTION 2     The Services.

 

(a) Platform.

 

Worldly operates a proprietary web-based platform  through which Worldly  provides access and use of certain Tools and associated platform services (each as further defined and described in detail in Appendix A at the end of these Terms) that allow a variety of  supply chain partners including but not limited to facilities or manufacturers (each, a “Facility”), brands (each, a “Brand”), retailers (each, a “Retailer”), academic institutions (each, a “University”), service providers (each, a “Service Provider”), sourcing agents (each, a “Sourcing Agent”), non-profits (each, a “NGO”),  government agencies (each, a “Government Agency”) and integration partners (“Partners”) (each of the foregoing, a “Supply Chain Partner” and collectively, “Supply Chain Partners”) to track and improve, products, and/or supply chain operations (collectively, the “Platform”).  How you access and use the Platform and associated Tools, and your rights and obligations in connection therewith, depends on (i) your user type, and (ii) the applicable Tool.

 

(b) Users.

 

Users of the Services are grouped into categories of user types. Your user type is determined by your interactions with the applicable Tool.

 

  • User Types. There are two main user types for the Services (collectively referred to as “User”):
    • “Contributors” – depending on the Tool, this can be any Supply Chain Partner that contributes, submits, or posts User Content (as defined below) through the Platform.
    • “Aggregators” – depending on the Tool, this can be any Supply Chain Partner, authorized Service Provider, or authorized third party individual acting on behalf of one of the foregoing that has been given permission either by (A) a Contributor to access and use User Content and, if applicable, Scores (as defined below) in accordance with these Terms, or (B), in the case of MSI Scores (as defined below), Worldly to access and use MSI Scores in accordance with these Terms.
  • Multiple User Types. In some instances, you may be accessing and/or using a Tool (or multiple Tools) as both a Contributor and an Aggregator.  In such instances, how you access and use the respective Tool, and your rights and obligations in connection therewith, are governed by the terms and conditions herein specific to that User type.

 

(c) Access and Use of the Services.

 

  • Accounts
    • Registration. Accessing and using the Services requires registration and creation of an account on the Platform (“Account”).  In registering for an Account on behalf of an entity as an account administrator (“Account Administrator”), you must identify your organization type. In order to establish an Account as an authorized representative of such entity (“Authorized Representative”), you must be designated as an authorized representative of the Account by the relevant Account Administrator and have the authority to enter into the terms on behalf of the entity you represent.  In registering for an Account as an Authorized Representative, you must identify your organization and be granted access by the Account Administrator. In registering for an Account, you agree to (a) provide true, accurate, current and complete information as prompted by the Account registration page (“Registration Data”), and (b) maintain and promptly update the Registration Data to keep it accurate, current and complete.  You are entirely responsible for maintaining the confidentiality of your password.
    • Restrictions. Except as authorized by Worldly and expressly set out in these terms, you may not use the Account, username, or password of someone else at any time.  You agree to notify Worldly immediately of any unauthorized use of your account, username, or password.  You may be held liable for any losses incurred by Worldly due to someone else’s use of your Account or password.  Worldly is not liable for any loss that you incur as a result of someone else accessing your Account or using your password, either with or without your knowledge.
  • Access Rights and Ownership.
    • Access and Use Rights.
      • Services. Subject to these Terms and any additional terms and policies referenced herein, Worldly hereby grants you a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable right, during the Term, to access and use the portion of the Services identified in your order or invoice (“Order”) for your internal business purposes.  Any violation of these Terms will, at Worldly’s discretion, immediately and automatically terminate all access and use rights without notice to you.
      • Training Materials. As part of the Services, Worldly may make available or provide certain documentation, information, or other materials regarding the use of the Services (“Training Materials”).  Worldly and/or its licensors own and reserve all right, title, and interest in and to any and all Training Materials, as well as all know-how, ideas and other intellectual property rights embodied or reflected therein.  For clarity, all Training Materials will be considered Worldly’s and/or its licensors’ confidential information, and your use of such Training Materials is subject to the confidentiality obligations set forth herein.
      • Restrictions. You may not use the Services in any manner or for any purpose other than as expressly permitted by these Terms or in a separate mutually acceptable, duly executed, and delivered written agreement between you and Worldly that expressly supersedes the purposes set forth in these Terms.  You will not, and will not permit any third party, to: (i) reverse engineer, decompile, disassemble, decode, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to recreate or replicate the methodology or the source code of or trade secrets in the Services or its structural framework (in whole or in part), or perform any process intended to determine the source code for or trade secrets in the Platform or Tools; (ii) modify, correct, adapt, translate, enhance or create derivative works or improvements based upon any Services, or otherwise change any Services; (iii) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services; (iv) use the Services for any purpose that is illegal in any way or that advocates illegal activity; (v) alter, remove or obscure any copyright or trademark notice in the Services; (vi) except as expressly permitted by these Terms, make available any portion of the Services through electronic mail or the Internet; (vii) except as expressly provided for in these Terms, voluntarily or involuntarily in any form or manner assign, sublicense, transfer, pledge, copy, loan, publish, rent, sell, lease, lend, license, distribute or share or otherwise provide direct, remote, or other access to the Services or any right under these Terms to or with any other person or entity, including providing outsourcing or on-line services to third parties; (viii) use the Services to develop a competing product or for any other purpose that is to Worldly’s commercial disadvantage; (ix) except as expressly provided for in these Terms or authorized by Worldly, distribute or share Scores, Shareable Results or any other data or results developed in or derived from the Services with any third party, including but not limited to combining any data with another party’s data or submitting such data into another platform that is not the Worldly Platform, or (x) access or use the Services in any manner, except as expressly provided in these Terms.
      • Ownership. Except for the express access and use rights and licenses granted herein, you acknowledge that you have no right, title or interest in or to the Services (or any portion thereof), including without limitation all rights in the patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights therein.  Notwithstanding any terms to the contrary in these Terms, Worldly and/or its licensors own and reserve all right, title, and interest in and to all intellectual property rights embodied in or related to the Services. The trademark, Worldly, is a trademark of Worldly. You are prohibited from using this mark and other associated graphics, logos, trademarks and copyrights owned by Worldly without the prior written consent of Worldly except in accordance with the Use and Sharing Restrictions (defined below) or provided at https://worldly.io. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site and through the Services are the property of their respective owners.  Reference on the Site or through the Services to any products, site, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

 

(d) User Content and Scores

 

  • Data Collection. Through the Platform and Tools, Worldly collects User Content and produces Scores, which may be used for internal business purposes and other approved uses herein. Use of User Content, Scores or Shareable Results (as defined in these Terms) externally or publicly has further restrictions and requirements as referenced herein.

 

  • Rights and ownership.
    • Ownership.
      • User Content. “User Content” means any data and information submitted by a Contributor through the Services whether through Higg Index, Worldly or other Tools.  Subject to the licenses granted herein, each Contributor owns and reserves all right, title, and interest in and to all intellectual property rights embodied in or related to that Contributor’s User Content submitted to the Services.  To the extent you are a Contributor, you alone are responsible for your User Content.  You assume all risks associated with your User Content, including, without limitation, any person or entity’s reliance on its reliability or accuracy as well as any of your User Content that makes you personally identifiable. Contributors must follow the User Content submission instructions available at https://worldly.io.
      • “Scores” means any data and information, in the form of scores or impact results, produced by the Tools.  Subject to the licenses granted herein, Worldly and its licensors, where applicable, own and reserve all right, title, and interest in and to all intellectual property rights embodied in or related to the Scores, and any other results generated by the Services.  Additional terms applicable to verification and validation of Scores are available at https://worldly.io
      • Shareable Results. “Shareable Results” means any data and information, in the form of scores or impact results produced by the Tools that may be shared by User publicly or externally to communicate performance of a material, product or supply chain partner, subject to the restrictions provided herein. Communication of Shareable Results may be in the form of toolkits, profile pages or other means provided by Worldly. Subject to the licenses granted herein, Worldly and its licensors, where applicable, own and reserve all right, title, and interest in and to all intellectual property rights embodied in or related to the Shareable Results generated by the Services. User is responsible for ensuring communication of Shareable Results complies with all applicable laws, including, but not limited to, laws relating to cross-border sharing of information, laws relating to data privacy and laws related to sustainable marketing or advertising.
      • Feedback. We encourage you to provide and share with us your questions, comments, suggestions, ideas, and feedback regarding the Services (collectively, “Feedback”).  You agree that Worldly has no obligations (including without limitation obligations of confidentiality, royalty, or accounting) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback, and you hereby irrevocably and unconditionally assign and transfer to Worldly all right, title, and interest in and to such Feedback automatically upon your submission of the Feedback to Worldly or any of its licensors.
      • Third Party Content. Data or information from a third party that a Contributor includes or otherwise incorporates in its User Content is considered “Third Party Content” hereunder. You are responsible for your posting of Third Party Content.  You agree that you will not post any third party’s sensitive financial information, intellectual property, information that the third party treats as confidential or proprietary information, and/or any other information that the third party may consider to be a trade secret.  You hereby grant Worldly a limited, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to access and use all Third Party Content for any reason.
      • External Data. Data or information provided to Worldly by a third party that is used to generate Scores, or other Results is considered “External Data” hereunder. You are responsible for the any External Data submitted by a third party to Worldly in connection with your use of the Services.
      • Special Provisions Applicable to Users Outside the United States. We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws.  The following provisions apply to Users outside the United States: (i) you consent to having your personal data transferred to and processed in the United States; and (ii) if you are located in a country embargoed by the United States, or are on the U.S.  Treasury Department’s list of Specially Designated Nationals, you will not engage in commercial activities through the Services.

 

  • Licenses.
    • To Worldly in Contributor’s User Content. To the extent you are a Contributor, you hereby grant Worldly a non-exclusive, irrevocable, worldwide, perpetual, royalty-free, sublicensable (through multiple tiers), and transferable license to download, aggregate, analyze, use, reproduce, distribute, display, and prepare derivative works of the User Content in order to (A) provide you the Services or relevant services from Third Parties, (B) deliver the User Content to Aggregators and Authorized Third Parties at your direction, (C) improve the Services and use for other internal business or research purposes, (D) to research and publish industry data and trends, and generate industry insights, in each case, in an anonymized manner, (E) confirm SAC member participation and compliance with other programs, where applicable, (F) to generate and publish Shareable Results at your direction, and (G) as otherwise mutually agreed upon between the parties. Worldly reserves the right, but has no obligation, to monitor or review User Content at any time.  Without limiting the foregoing, Worldly shall have the right to delete or disregard any portion of User Content that Worldly determines is inaccurate, inappropriate, violates applicable law or is otherwise inconsistent with Worldly’s policies and/or purposes.  Unless otherwise specified, you waive all rights to claim that Worldly and/or its licensor infringed on your proprietary rights, intellectual property rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with your User Content.  You represent and warrant that you have all necessary rights and licenses to grant us the foregoing license.
    • To Worldly for any Contributor interest in Scores, Shareable Results and other results. To the extent you have any ownership interest in any Scores, Shareable Results or other results, you hereby irrevocably and unconditionally assign and transfer to Worldly and its licensors all right, title, and interest in and to such Scores, Shareable Results and other results automatically upon your submission. Without limiting the generality of the foregoing, in the case of Scores, Shareable Results and other results generated based on your User Content, Worldly shall use your Scores, Shareable Results and other results (A) to provide you the Services or relevant services from Third Parties, (B) to deliver your Scores to Aggregators and Authorized Third Parties at your direction, (C) to improve the Services and use for other internal business or research purposes, (D) to research and publish industry data and trends, and generate industry insights, in each case, in an aggregated or anonymized manner, (E) to evaluate your results against various third parties’ sourcing policies, code of conduct or similar criteria (“Sourcing Policies”), (F) confirm SAC member participation and compliance with other programs, where applicable , (G) to generate and publish Shareable Results at your direction; and (H) as otherwise mutually agreed upon between the parties.  In no event will Worldly modify or change your Scores, except that Worldly shall have the right to delete or disregard any portion of Scores that Worldly determines is inaccurate, inappropriate, violates applicable law or is otherwise inconsistent with Worldly ’s policies and/or purpose.
    • To Worldly in User’s Marks. You hereby grant Worldly a non-exclusive, irrevocable, worldwide, perpetual, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute and display publicly the trademarks, service mark, logos, symbols and other indicia of origin (“User Marks”) to identify you in your Shareable Results.  Unless otherwise specified, you waive all rights to claim that Worldly or its licensors and licensees infringed on your proprietary rights, intellectual property rights and rights of attribution in connection with the User Marks.  You represent and warrant that you have all necessary rights and licenses to grant us the foregoing license.
    • To Contributor in Scores and Shareable Results.  To the extent you are a Contributor, and subject to your compliance with these Terms and pursuant to a valid Order and except as provided further in these terms relating to the Higg Index MSI Scores, Worldly hereby grants you a non-exclusive, irrevocable, worldwide, perpetual, royalty-free, sublicensable (through multiple tiers), and transferable license to (A) analyze, use, and reproduce your applicable Scores, and other scores solely for your internal business purposes, and (B) share such Scores and Shareable Results, provided that such sharing, whether to the public or with a third party, complies with the Use and Sharing Restrictions (as defined below), including any applicable restrictions or limitations set forth in any applicable program guidelines including but not limited to the SAC Licensing & Communication Guidelines (“SAC Communication Guidelines”). To the extent you are a Contributor, and subject to your compliance with these Terms and pursuant to a valid Order, Worldly hereby grants you a non-exclusive, revocable, worldwide, royalty-free, sublicensable (through multiple tiers), and transferable license to share your  Shareable Results, provided that such sharing, whether to the public or with a third party, complies with the Use and Sharing Restrictions (as defined below), including any applicable restrictions or limitations set forth in any applicable program guidelines including but not limited to the SAC Communication Guidelines. With respect to Higg Index MSI Scores, to the extent you are a Contributor, Worldly hereby grants you a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license, to access, use, and share the Higg Index MSI Scores in accordance with the Use and Sharing Restrictions.
    • To Aggregators in User Content, Scores, and Shareable Results. To the extent you are an Aggregator and a Contributor has elected to share its User Content, related Scores, or Shareable Results with you, and subject to your compliance with these Terms and pursuant to a valid Order, Worldly  hereby grants you, under the rights granted to Worldly by such Contributor, a limited, non-exclusive, non-assignable, non-sublicensable, and non-transferable license, to (A) access and use such Contributor’s User Content and their related Scores and/or Shareable Results solely for your internal business purposes or other purposes as determined by the applicable Contributor as permitted in any applicable program guidelines including but not limited to the SAC Communication Guidelines, and (B) download such Contributor’s User Content, their related Scores, and/or Shareable Results directly or through an API integration, provided that you have entered into a separate API agreement with Worldly and subject to the terms of such agreement.

 

(e) Use and Sharing Restrictions.

 

  • Sharing. The use and sharing restrictions applicable to User Content, Scores and Shareable Results are available at https://worldly.io (“Use and Share Restrictions”). You shall not share Scores or Shareable Results externally, whether to the public or with a third party, except as expressly permitted by Worldly, and, if applicable, as permitted under the SAC Communication Guidelines, or other applicable program guidelines. You shall NOT share another Contributor’s User Content, any Scores or Shareable Results externally, whether to the public or with a third party, except as expressly permitted by Worldly and, as permitted under any applicable program guidelines including but not limited to the SAC Communication Guidelines and by the Contributor sharing with you.
  • Disclaimer. While certain portions of the Services allow you to disable sharing with third parties at any time, you understand and acknowledge that data or information shared with any Aggregator or third party and/or published by such Aggregator or third party prior to such action will remain unaffected.  If you would like an Aggregator to destroy or return any User Content, Scores or Shareable Results in their possession, you understand and agree that you must work directly with such Aggregator and that you will not hold Worldly responsible for an Aggregator’s refusal to return or destroy User Content, Scores or Shareable Results previously made available by you.

 

(f) Fees and Payment

 

  • Payment Terms. Your access and use of the Services, including any Tool, is contingent on your timely and full payment of the applicable fees set forth in the applicable Order. Worldly reserves the right to suspend or limit your access to portions of the Services, including any Tools, should you fail to remit timely payment.  You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Worldly with a valid credit card (Visa, MasterCard or any other issuer accepted by us) (“Payment Provider”), or purchase order or payment information as a condition for signing up for certain Services, which are described in your invoice.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that Payment Provider agreement and not to these Terms to determine your rights and liabilities with respect to your payment method.  By providing Worldly with your credit card number, you agree that Worldly is authorized to immediately invoice your Account and charge your payment instrument for all fees and charges due and payable to Worldly hereunder when due, including upon the automatic renewal of any applicable Order and that no additional consent or notice is required.  Any pre-paid fees are non-refundable.  You agree to immediately notify Worldly of any change in your billing address or credit card account used for payment hereunder.  Worldly reserves the right at any time to change its prices and billing methods, either immediately upon posting through the Services or by email delivery to you.
  • Taxes. Worldly’s fees are net of any applicable Sales Tax (as defined below).  If any Services, or payment for any Services, under the Terms are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Worldly, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority. “Sales Tax” means any sales or use tax, and any other tax measured by sales, proceeds, that Worldly is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.  You agree to make all payments of fees to Worldly free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Worldly will be your sole responsibility, and you will provide Worldly with official receipts issued by the appropriate taxing authority, or such other evidence as Worldly may reasonably request, to establish that such taxes have been paid.

 

SECTION 3     Confidentiality.

 

(a) Confidential Information.

 

Confidential Information” means any and all proprietary or confidential data and information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.  The obligations of the parties set forth in this Section (a) do not apply to Confidential Information that (1) is or becomes publicly known through no act or omission of the Receiving Party, (2) was rightfully known by Receiving Party without confidential or proprietary restriction before receipt from the Disclosing Party, (3) becomes rightfully known to Receiving Party by a third party without confidential or proprietary restriction from the Disclosing Party, or (4) is independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party.

 

(b) Nondisclosure and Nonuse.

 

Each party (1) will maintain in confidence the Confidential Information of the other party, (2) will not use or grant the use of the Confidential Information of the other party except to the extent reasonably necessary in connection with such party’s activities as expressly authorized by these Terms, and (3) will not disclose the Confidential Information of the other party except on a need-to-know basis to such party’s affiliates and their respective directors, officers, employees, consultants, and advisors, to the extent such disclosure is reasonably necessary in connection with such party’s activities as expressly authorized by these Terms.  To the extent that disclosure to any person is authorized by these Terms, prior to disclosure, a party will obtain written agreement (or legal or other fiduciary obligation) from such person to hold in confidence and not disclose, use or grant the use of the Confidential Information of the other party except as expressly permitted under these Terms.  Each party will notify the other party promptly upon discovery of any unauthorized use or disclosure of the other party’s Confidential Information.  Each party agrees that the terms and conditions of any Order entered into under these Terms will be treated as Confidential Information of both parties and will not be disclosed to any third party, provided, however, that each party may disclose the terms and conditions of such Order: (x) to such party’s legal counsel, accountants, banks, financing sources and their advisors; (y) in connection with the enforcement of these Terms or rights under these Terms; or (z) in connection with an actual or proposed equity investment, merger, acquisition or similar transaction.

 

(c) Permitted Disclosure.

 

The confidentiality and non-disclosure obligations under this Section will not apply to the extent that a party is required to disclose information by applicable law, regulation, rule (including rule of a stock exchange or automated quotation system), or order of a governmental agency or a court of competent jurisdiction or legal process, including tax authorities (in each case as determined by the party’s legal counsel); provided, however, that the party will provide advanced written notice of such disclosure to the other party, consult with the other party with respect to such disclosure and provide the other party sufficient opportunity to object to any such disclosure or to request confidential treatment or a protective order (if applicable).

 

(d) Notice of Immunity Under the Defend Trade Secrets Act of 2016.

 

Notwithstanding any other provision of these Terms, neither party shall be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (1) is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If a party files a lawsuit alleging retaliation by the other party for reporting a suspected violation of law, such party may disclose the other party’s trade secrets to such party’s attorney and use the trade secret information in the court proceeding if such party: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

 

 

SECTION 4     Copyright

 

(a) Copyright Infringement / Digital Millennium Copyright Act Notice

 

  • Worldly is committed to respecting and protecting the legal rights of copyright owners. As such, Worldly adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C.  512 et seq.).  If you believe any of the User Content or other content available through the Services infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”).  To be valid, a DMCA Takedown Notice must (i) be provided to Worldly’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:
    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
    • Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
    • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
  • Worldly’s Copyright Agent to receive DMCA Takedown Notices is:
    • Email: notices@higg.com / notices@worldly.io
    • Address: 264 Arlington Ave, Kensington, CA 94707
    • Telephone Number:   +1-707-241-3042
    • Designated Agent: DMCA Support Team
  • For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted through the Services. You acknowledge that in order for Worldly to be authorized to takedown any content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

 

 

SECTION 5     Disclaimers of Warranties.

 

(a) Disclaimer relating to the Site.

THE INFORMATION AND MATERIALS PROVIDED ON THE SITE ARE FOR YOUR INFORMATION ONLY. WORLDLY MAKES NO GUARANTIES OR WARRANTIES AS TO THE ACCURACY OF INFORMATION AND/OR MATERIALS PROVIDED ON THE SITE AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE THAT YOU MAY PLACE ON SUCH INFORMATION OR MATERIALS.

 

YOUR USE OF OUR SITE IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR SITE AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND WORLDLY EXPRESSLY DISCLAIMS ANY AND ALL SUCH WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WORLDLY DOES NOT REPRESENT OR WARRANT THAT OUR SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE WORLDLY ATTEMPTS TO MAKE YOUR USE OF OUR SITE AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SITE OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE.

 

(b) Disclaimer relating to the Services.

 

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITS SET FORTH IN THESE TERMS REFLECT THE REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND WORLDLY AND ARE AN ESSENTIAL BASIS OF THIS CONTRACT BETWEEN YOU AND WORLDLY FOR THE SERVICES. YOUR USE OF THE SERVICES AND THE INFORMATION YOU OBTAIN THROUGH THE SERVICES IS AT YOUR OWN RISK. NEITHER WORLDLY, NOR ANY OF ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS AND LICENSORS, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ABOUT THE QUALITY, ACCURACY, RELIABILITY, AVAILABILITY, COMPREHENSIVENESS, ADEQUACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE SERVICES, CUSTOM SERVICES, TRAINING MATERIALS, OR ANY CONTENT OR INFORMATION THEREIN (COLLECTIVELY, “MATERIALS”), OR THAT THE MATERIALS OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE MATERIALS, SERVICES OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE MATERIALS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WORLDLY AND ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS AND LICENSORS SHALL HAVE NO LIABILITY FOR ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICES OR MATERIALS, WHETHER PROVIDED BY WORLDLY OR ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS OR LICENSORS OR ANY OTHER PERSON OR ENTITY. THE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WORLDLY, FOR ITSELF AND ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS AND LICENSORS, DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

THE ACCURACY, TIMELINESS, TRUTHFULNESS AND LEGITIMACY OF ANY SCORE, AND SHAREABLE RESULTS IS BASED ON THE INFORMATION PROVIDED, AND ACTS AND/OR OMISSIONS OF THE COMPANY TO WHOM THE SCORE OR SHAREABLE RESULT PERTAINS AND IS THEREFORE OUTSIDE OF THE CONTROL OF WORLDLY AND ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS AND LICENSORS. ACCORDINGLY, WORLDLY AND ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS AND LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES WITH RESPECT TO ANY SCORE(S), OR SHAREABLE RESULT. IN THE EVENT YOU PUBLICLY POST, DISPLAY OR OTHERWISE DISCLOSE ANY SCORE OR SHAREABLE RESULT, YOU AGREE THAT YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS WORLDLY AND ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS AND LICENSORS FROM AND AGAINST ANY DAMAGES, JUDGMENTS, LIABILITIES, LOSSES, PENALTIES, SETTLEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM, OR RELATED TO, YOUR SCORE OR SHAREABLE RESULT.

 

You understand and agree that you are solely responsible for choosing to publish Shareable Results and you should not use Services’ results, answers, Scores, Shareable Results as a sole or contributing factor in making business decisions regarding any supply chain partners, and you agree to defend, indemnify, and hold harmless the Indemnified Parties (as defined below) from third-party Claims arising from your business decisions directly or indirectly or wholly or partly based on Services’ results, answers, Scores, and Shareable Results.

 

 

SECTION 6    Limitation of Liability & Release.

 

(a) Limitation of Liability.

 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WORLDLY OR ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS, LICENSORS, AGENTS OR ANY OTHER CONTRIBUTOR TO THE TOOLS BE LIABLE TO ANY PERSON OR ENTITY FOR ANY DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH (A) THESE TERMS; (B) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF REGISTRATION INFORMATION OR FEEDBACK PROVIDED THROUGH THE SITE OR THE SERVICES, INCLUDING ANY PERSONAL INFORMATION; (C) THE USE OR MISUSE OF THE SITE OR THE SERVICES BY ANY PERSON OR ENTITY; (D) ANY OF THE CONTENT OR OTHER MATERIALS MADE AVAILABLE THROUGH THE SITE OR THE SERVICES; OR (E) OTHERWISE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WORLDLY OR ANY OF ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, VENDORS, LICENSORS, AGENTS OR ANY OTHER CONTRIBUTOR TO THE TOOLS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS USED IN THIS SECTION, “DAMAGES” MEANS DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, RELIANCE, EXEMPLARY AND/OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION.  YOUR RIGHT TO ACCESS AND USE THE SITE AND THE SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS, INCLUDING BUT NOT LIMITED TO ITS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY.  YOU AGREE THAT YOUR EXCLUSIVE REMEDY SHALL BE TO IMMEDIATELY STOP USING THE SITE OR SERVICES.  YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.  IN ANY CASE, NOTWITHSTANDING ANYTHING IN THESE TERMS OR ANY ORDER TO THE CONTRARY, THE AGGREGATE LIABILITY OF WORLDLY OR ANY OF ITS EQUITY HOLDERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, LICENSORS, VENDORS, AGENTS, OR ANY OTHER CONTRIBUTOR TO THE WORLDLY TOOLS WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).  THE LIMITATIONS SET FORTH ABOVE WILL NOT LIMIT OR EXCLUDE LIABILITY FOR MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THEY ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

 

(b) Release.

 

To the fullest extent permitted by applicable law, you release Worldly from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between other Site users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

 

 

SECTION 7    Indemnity.

 

To the fullest extent permitted by applicable law, you will defend, indemnify, and hold harmless Worldly and its officers, directors, equity holders, managers, employees, affiliates, vendors, licensors, and any other Users of the Services and their respective officers, directors, equity holders, managers, employees, consultants, advisors, agents, and representatives (collectively, the “Indemnified Parties”), from any and all claims, liability, damages, losses, suits, expenses, and/or costs (including reasonable attorneys’ fees) (collectively, “Claims”) suffered by any Indemnified Party arising from or relating to (a) your access and use of the Site; (b) your access or use of the Services, (c) your violation of these Terms, (d) your violation of any applicable law or regulation, including violation of international, federal and state, and local antitrust statutes, rules or regulations, (e) your anti-competitive practices, (f) your Feedback (including Site Feedback) or (g) User Content or any Third Party Content.  Worldly will endeavor to notify you promptly of any such Claim. You agree that Indemnified Parties may have control of the defense or settlement, at Worldly’s sole option, of any third-party Claims and you agree to pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Worldly.

 

 

SECTION 8    Term and Termination.

 

 

(a) Site Term and Termination.

 

We reserve the right to modify our Site or to suspend or stop providing all or portions of our Site at any time.  You also have the right to stop using our Site at any time.  We are not responsible for any loss or harm related to your inability to access or use our Site.

 

(b) Services Term and Termination.

 

  • Term. With respect to the Services, the term commences on the date you accept these Terms and remain in full force and effect until you cease using the Services (the “Term”), unless terminated earlier in accordance with the terms herein. The initial term of any Order entered into pursuant to these Terms will be set forth in the applicable Order and will automatically renew for subsequent periods equal to the length of such initial Order term, unless otherwise terminated by either party by providing 30 days written notice to the other party prior to the expiration of the then current Order term.  You acknowledge that you will not receive notice of a renewal date for such Orders and you expressly waive the application of New York General Obligation Law section 5-903, and any similar laws, prior to the start of any Order renewal term.
  • Termination. Either party may terminate these Terms in the event the other party materially breaches any provision of these Terms and does not fully cure such breach within 30 days of the non-breaching party’s notice. You agree that all terminations for cause by Worldly shall be made in Worldly’s sole discretion, and that Worldly shall not be liable to you or any third party for any termination of your Account.
  • Effect of Termination. Upon termination of any Service and/or these Terms, your right to use such Services will automatically terminate immediately.

 

 

SECTION 9    Dispute Resolution.

 

(a) Arbitration & Class Action Waiver

 

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH WORLDLY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.  NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION PROVISION.  IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL

 

  • You and Worldly agree that any dispute arising out of or related to these Terms, our Site or your use of our Site, the Services or your use of the Services (a “Dispute”) is personal to you and Worldly and that any such dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
  • Any Dispute, excluding small claims disputes in which you or Worldly seek to bring an individual action in small claims court located in the county of your residence or disputes in which you or Worldly seek injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, shall be settled by arbitration in accordance with the then existing Commercial Arbitration Rules of the International Chamber of Commerce. YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO HAVE ANY OTHER DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SITE OR THE SERVICES, INCLUDING CLAIMS RELATED TO PRIVACY AND DATA SECURITY, RESOLVED IN COURT.
  • If any portion of this Section 9(a) is found to be unenforceable or unlawful for any reason: (x) the unenforceable or unlawful provision shall be severed from these Terms; (y) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 9 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 9; and (z) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.  Further, if any part of this Section 9 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 9 will be enforceable.

 

 

(b) Process for Arbitration

 

Upon request by a party, arbitration will be by a panel of three arbitrators within 30 days of such arbitration request. Each party shall select one arbitrator, and the final arbitrator shall be appointed by the arbitrators designed by each party.  The arbitration shall be conducted in English.  Judgment upon the award rendered by the panel shall be final and non-appealable and may be entered in any court having jurisdiction thereof.  In order to conduct discovery, and in addition to the discovery provisions provided under the Rules, the parties expressly incorporate into any arbitration occurring under these Terms the discovery rules provided for in the Federal Rules of Civil Procedure of the United States of America.  Any arbitration shall be held in San Francisco, CA, unless the parties hereto mutually agree in writing to another place.  Notwithstanding the foregoing, nothing in this provision shall be construed to bar a party from seeking equitable relief in order to preserve the status quo or prevent irreparable harm. Any dispute under this Section 9 must be filed within one year after the relevant claim arose; otherwise, the dispute is permanently barred, which means that you and Worldly will not have the right to assert the claim.

 

 

SECTION 10    General.

 

(a) Governing Law.

 

These Terms, your use of the Site and your use of the Services shall be construed in accordance with and governed by the laws of the United States and the State of California, except to the extent pre-empted by U.S. federal law, without regard to their rules regarding conflicts of law.  You irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in San Francisco, California, USA for all disputes arising out of or related to these Terms that are not required to be arbitrated or adjudicated in small claims court per Section 9 and you hereby submit to the personal jurisdiction of such courts. Worldly and you agree that the Uniform Computer Information Transaction Act (UCITA), or any version of UCITA adopted by any state, including California, will not govern or be used to interpret these Terms.  The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to these Terms.

 

(b) Miscellaneous.

 

These Terms constitute the entire agreement between Worldly and you regarding your access and use of the Services and supersede any prior agreements between you and Worldly concerning these matters.  If any of these Terms is found to be inconsistent with applicable law, void, or unenforceable for any reason, the remaining portions (and any partially-enforceable provisions) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.  Worldly’s failure to enforce any of these Terms will not be deemed a waiver of such term or any other terms herein or a consent to any subsequent breach of the same or another term.  The section titles in these Terms are for convenience only and have legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended solely for the benefit of the parties and arenot intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. You may not assign or transfer your rights and obligations under these Terms without the prior written consent of Worldly.  Worldly may assign or transfer its rights and obligations under these Terms at any time and without notifying you.  Any of the Terms that are, by their nature, intended to survive termination shall survive termination, including without limitation SECTION 2(c)(2)(ii) (Restrictions), SECTION 2(d)(2) (Rights and Ownership), SECTION 2(e) (Use and Sharing Restrictions), SECTION 2(f)(2) (Taxes), SECTION 3 (Confidentiality), SECTION 5 (Disclaimers of Warranties), SECTION 6 (Limitation of Liability), SECTION 7 (Indemnity), SECTION 9 (Dispute Resolution) and SECTION 10 (General).  Section titles are for convenience only and have no legal effect.  The Indemnified Parties are third-party beneficiaries to these Terms.

 

 

(c) English Language Controls.

 

These Terms were written in English (US).  To the extent any translated version of these Terms conflicts with the English version, the English version shall govern and control.

 

(d) California Consumer Notice.

 

Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Site of the California Department of Consumer Affairs may be contacted in writing at 1625 N.  Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.

 

 


Contact info.  If you have any questions concerning these Terms or the Tools or other Materials, please contact us through the Worldly website: www.worldly.io or at notices@worldly.io, or Attn: Terms of Use Questions, 264 Arlington Ave, Kensington, CA 94707.

 

 

Appendix A –SPECIFIC SERVICES OFFERING

 

(a) Worldly Platform Services

 

  1. Management or Workflow Services. From time to time, you and Worldly may agree to upgrade your Platform access and use rights to include additional Services or features for existing Tools, which may be subject to additional costs (“Platform Upgrade”).  These terms, including any supplemental terms that may be provided in connection with an Order for a Platform Upgrade, govern your access and use of any such Platform Upgrades unless expressly agreed otherwise.
  2. Sharing Services. Contributors and Aggregators may generate and share information with business partners through the platform or publicly through Shareable Results, about the sustainability performance of facilities, brands, materials and products. While Toolkits are static documents that users may share with their supply chain, each Profile Page has the ability to display a variety of claims or sustainability statements supported by Scores, User Content, Third Party Content and External Data.  Toolkits and Profile Pages are only made public when the User publishes or directs Worldly to publish the Toolkit or Profile Page.  Further information and terms related to Toolkits and Profile Pages are available at https://worldly.io. To access the Toolkits or Profile Pages as a User whereby such User can create, save, and publish Toolkits or Profile Pages, you must purchase the ability to publish Toolkits or Profile Pages or purchase access to the Platform. For clarity, Shareable Results or other results provide disclosures, impact results, and performance indicators attributable to a Contributor’s facilities, brands, materials and/or products by using User Content, Scores, Third Party Content, and External Data.
  3. Custom Services (“Custom Services”). From time to time, you and Worldly may agree to additional services, requiring data exchange, or bespoke customizations of and developments related to the Tools or Services, which may be subject to the payment of additional fees and separate terms and conditions. In the event Worldly, in its discretion, determines that such Custom Services require extensive customization or development effort, the Custom Services will be subject to a separate agreement, including terms related to any applicable fees for the Custom Services.
  4. Application Programming Interface (“API”). Worldly’s API allows authorized Aggregators to import and export a Contributor’s or their own User Content into the Aggregators’ internal systems. To the extent the parties desire to implement an API arrangement, the terms governing Aggregators’ access and use of the API will be governed by separate agreement between the parties.
  5. Third-Party Services. From time to time, we may allow you to connect to or share information between other third-party services (e.g. Open Supply Hub, SLCP) or allow such third parties to integrate their features or tools into the Platform (collectively, “Third-Party Services”).  Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Services (including any information shared between you and a Third-Party Service) are solely between you and the third party and may be subject to third-party terms. Worldly does not control or endorse, and makes no representations or warranties regarding, any Third-Party Services, and your access to and use of such Third-Party Services is at your own risk. Any data shared from the Worldly Platform to a third party will be subject to ownership, rights and licenses outlined in the Terms herein, including use restrictions and other applicable guidelines.

 

(b) Higg Index Tools & Content

 

  • Higg Index Tools. Worldly is the exclusive licensee to the Higg Index Tools, created by SAC. Worldly offers the following Higg Index Tools through the Platform (each a “Higg Index Tool”). A description of, and additional terms of use associated with these Higg Index Tools are outlined below.
    • Facility Environmental Module (“FEM”) and Facility Social & Labor Module (“FSLM”). These modules are provided to Facility Contributors to measure the environmental and social impacts of a facilities operations in order to make meaningful improvements.   Impacts are measured at individual factories, not the parent company as a whole.  Facilities conduct the assessments approximately once a year by contributing User Content in response to assessment questions. When available, these assessments can then be verified by SAC approved or other program approved on-site assessors at an additional cost.  FEM and FSLM, also include capabilities to benchmark by facility type allowing facility managers to compare their performance against that of their peers.  Further information and terms related to these modules are available at https://howtohigg.org/. To access and use FEM, FSLM, verified FEM assessments (“vFEM”), or verified FSLM assessments (“vFSLM as a Contributor, you must purchase a module or purchase access to the Platform.  To access and use FEM, FSLM, vFEM, or vFSLM as an authorized Aggregator, you must purchase each share or purchase access to the Platform.
    • Brand Retail Module (“BRM”). This module is provided to Brands and Retailer Contributors and are meant to measure the environmental and social impacts of a Brand or Retailer’s operations in order to make meaningful improvements. Impacts are measured at individual brands or the parent company as a whole depending on how the Brand or Retailer complete BRM.  Brands or Retailers conduct the assessments approximately once a year by contributing certain types of User Content in response to assessment questions. When available, these assessments can then be verified by SAC approved or other program approved on-site assessors at an additional cost.  Further information and terms related to these modules are available at https://howtohigg.org/. To access and use BRM or verified BRM assessments (“vBRM”), as a Contributor, you must purchase access to a module or purchase access to the Platform. To access and use BRM or vBRM, as an authorized Aggregator, you must purchase each share or purchase access to the Platform.
    • Product Tool Suite (“Product Tool Suite”). The Product Tool Suite may include three types of Tools:
      • Materials Sustainability Index (“MSI”). MSI is a cradle-to-gate index informed by life cycle assessment data to engage product design teams and the global supply chain of consumer products in environmental sustainability. Contributors can enter User Content regarding raw materials and production processes through the Platform to generate materials along with process, trim/component and packaging scores (or MSI Scores (as such term is defined below)) to make meaningful improvements.  Users, whether Contributor or Aggregators, can access and use materials and production processes data, as well as MSI Scores to make decisions about material uses and make comparisons between materials.  Further information and terms related to these modules are available at https://howtohigg.org/. To access MSI as a User whereby such User can save, publish and receive materials, you must purchase the ability to save materials and MSI Scores or purchase access to the platform.
      • MSI Contributor (“MSI Contributor”). The MSI Contributor is a tool to collect material production data (“Inventory Data”) or previously reviewed LCIA midpoints in accordance with MSI methodology (“Submitted LCIA Midpoints”) used to create materials and scores in the MSI. Submissions will be independently reviewed, and, upon acceptance by SAC, will be used to calculate impacts and generate MSI Scores for the submitted raw material or production process according to MSI methodology https://msicontributor.higg.org. Users may access and use this tool without cost, but there is cost associated with review and scoring.  Results will be communicated to the Contributor for final written permission to publish in the MSI.  At this point, Contributors who have been informed of their results may withdraw submission or continue with publication of their results. Once published, your results may not be removed. Published scores may change year to year based on actual background data. You will be notified annually of your score change.
      • Product Module (“Product Module”). The Product Module engages designers and developers during the early concept and design phases, by assisting them to consider better materials and construction techniques that can improve the impact of a product’s entire life-cycle before that product is created. Contributors can submit User Content to assess a product and create Product Results (defined below) early in the product creation process.  Users, whether Contributor or Aggregators, can access and use such product information and Product Results to the extent authorized by the applicable Contributor.  Further information and terms related to these modules are available at https://howtohigg.org/. To access the Product Module as a User whereby such User can save, publish and receive product information, you must purchase the ability to save product information or purchase access to the Platform.

 

  • Types of Higg Index Content and Scores.
    • Below are examples of User Content that can be submitted through the Higg Index Tools:
      • FEM, FSLM, and other Facility Modules – basic address, production information, and responses to environmental or social questions.
      • BRM and other Brand Retail Modules – basic address, production information, and responses to environmental or social questions.
      • MSI – generally, information regarding raw or blended materials and production processes to generate materials along with process, material, trim/component, and packaging scores.
      • MSI Contributor –Inventory Data or Submitted LCIA Midpoints used to generate process scores.
      • Product Module – information regarding raw materials, production processes, care instructions, transportation, packaging, distribution/sales, end of use, and quality of the product to create a product and generate Product Results (as defined below).
    • Below are examples of Scores that are generated through the Higg Index Tools:
      • FEM, FSLM, and other Facility Modules – Scores and results, including verified Scores, resulting from a Contributor’s use of FEM (“FEM Score”), and use of FSLM (“FSLM Score”).
      • BRM and other Brand Retail Modules – Scores and results, including verified Scores, resulting from Contributor’s use of BRM (“BRM Score”),
      • MSI – A materials sustainability score assigned to a given process, material, trim/component or packaging (“MSI Scores”).
      • Product Module – Impact results attributable to a Contributor’s product resulting from Contributor’s use of the Product Module, such as kg CO2e (“Product Results”).

 

All rights, license, ownership, use and sharing restrictions are outlined in Section 2 of the Master Terms apply here.

 

  • Higg Index Trademark. The trademark, Higg Index, is a registered trademark of Worldly’s licensor, SAC, to which Worldly has a license in connection with providing the Services and for referencing on the Site. You have limited use rights relating to such trademark. Specifically, you are prohibited from using this mark and other associated graphics, logos, trademarks and copyrights owned by SAC without the prior written consent of SAC except in accordance with the Use and Sharing Restrictions (defined in Section 2 of the Terms). All trademark licenses for the trademarks Higg Index, Higg Index and design, as well as trademark licenses for trademarks used in connection with Higg Index Tools are contained in the SAC Licensing and Communications Guidelines.

 

(c) Worldly Facility Services.

 

Worldly develops certain Facility Services in addition to Platform Services. Worldly currently offers or will offer the following Facility Services through the Platform (each a “Worldly Facility Service”). A description and additional terms of use associated with these Worldly Facility Services are outlined below.

 

  • Factory Data Tool. This tool is provided to Facility Contributors to regular measure the environmental impacts of a facilities operations in order to make meaningful improvements.   Impacts are measured at individual factories, not the parent company as a whole.  Facilities contribute User Content related to utilization of energy, water, waste, etc. When available, this data can then be verified by program approved on-site assessors at an additional cost.  Further information and terms related to this tool is available at https://worldly.io. To access and use the Factory Data Tool, you must purchase the tool or purchase access to the Platform.  To access and use Factory Data Tool as an authorized Aggregator, you must purchase each share or purchase access to the Platform.
  • Types of Worldly Content and Scores.
    • Below are examples of User Content that can be submitted through the Worldly Facility Tools:
      • Factory Data – basic address, production information, and data on utilization of various resources that have environmental impact.
    • Below are examples of Scores that are generated through the Worldly Tools:
      • Factory Data – Scores and results, including verified Scores, resulting from a Contributor’s use of the Factory Data Tool (“Factory Data Results”)

 

All rights, license, ownership, use and sharing restrictions are outlined in Section 2 of the Master terms apply here.

 

 

 

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