Definitions
(a) “Contracting Customer” means the entity that has a paid subscription or order with Coolset for the relevant use of the Platform. (b) “Supply Chain” means the Contracting Customer and any entities it invites, and any further entities those invitees invite, in relation to a specific order or material flow. (c) “Requesting Entity” means any member of the Supply Chain that sends a data request through the Platform for that order or material flow.
Section 1. Acceptance of Terms
1.1 By creating an account or submitting data in response to a Platform request, Supplier agrees to these Terms. Supplier may invite their own suppliers to respond to a request. Each invitee becomes part of the relevant Supply chain and is bound by these Terms when they create an account or submit data. If Supplier invites others, Supplier is the Requesting Entity for that onward request.
1.2 The Platform is provided to enable Contracting Customers ("Contracting Customer") to gather supplier information required for compliance with the European Union Deforestation Regulation (Regulation (EU) 2023/1115, “EUDR”). By creating an account, Supplier acknowledges that its provision of accurate and timely data is essential to enable the Contracting Customer's EUDR compliance.
Section 2. Access Rights
Coolset grants Supplier a limited, non-exclusive, non-transferable, revocable right to use the Platform to submit data in response to requests from a Requesting entity within the relevant Supply chain and, if needed, to invite its own suppliers to fulfill that request. No rights are granted beyond use necessary to submit and manage Supplier Data for the relevant order or material flow.
Section 3. Supplier Data
3.1 Ownership. Supplier retains ownership of all data, information, and materials it submits through the Platform (“Supplier Data”).
3.2 License. Supplier grants Coolset and the Customer a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Supplier Data for: (i) Contracting Customer’s compliance obligations, (ii) Platform operation and improvement, and (iii) aggregated and anonymized analyses. Viewing of raw geolocation and legality documents is limited to the Contracting Customer; other members of the Supply chain may see status and validity results only.
3.3 Warranties. Supplier warrants that it has the rights to submit Supplier Data and that Supplier Data does not infringe third-party intellectual property or violate law. If Supplier acts as a Requesting entity, it warrants it has a lawful basis to request the data and to invite further suppliers. Supplier will only request data that is necessary for the relevant order or material flow.
3.4 Retention Right. Coolset has no obligation to provide custom exports of Supplier Data beyond features made available in the Platform. Supplier remains responsible for retaining its own originals. Data handling is governed solely by the Contracting Customer’s license with Coolset.
3.5 Supply Chain. Supplier acknowledges that members of the Supply Chain rely on Supplier Data for EUDR compliance. Supplier will provide complete, accurate, and timely data and will promptly correct or update Supplier Data if it becomes aware of any inaccuracy or omission.
3.6 Delegation and pass-through. Supplier is responsible for invitations issued from its account. Each invitee is independently bound by these Terms once onboarded, and Supplier will not be liable for their subsequent misuse.
Section 4. Intellectual Property
4.1 Coolset IP. All intellectual property rights in the Platform and related materials remain owned by Coolset.
4.2 Restrictions. Supplier may not copy, modify, reverse engineer, distribute, or create derivative works of the Platform.
4.3 Feedback. Any feedback provided by Supplier may be freely used by Coolset without restriction, including to improve features for the Contracting Customer and its Supply Chain.
Section 5. Confidentiality
5.1 Supplier will keep non-public information of Coolset or the Contracting Customer confidential. Disclosures to other members of the relevant Supply chain that are necessary to fulfill a request are permitted, subject to the visibility limits in Section 3.2.
5.2 Exceptions apply for information that is publicly known, independently developed, or required by law.
5.3 Confidentiality obligations survive termination of Supplier’s account.
Section 6. Acceptable Use
Supplier will not:
(a) use the Platform in violation of applicable laws;
(b) share login credentials;
(c) upload unlawful, malicious, or infringing content;
(d) attempt to disrupt or gain unauthorized access to the Platform;
(e) use the Platform to benchmark or develop competing services;
(f) provide access to Coolset competitors;
(g) misrepresent its role in a Supply Chain or send requests outside the relevant order or material flow; (i) invite entities that are not part of the relevant Supply Chain for the order or material flow.
These obligations flow down directly from the Coolset Master Subscription Agreement (“MSA”).
Section 7. Privacy & Security
Supplier Data will be processed in accordance with Coolset’s Privacy Policy and the security and compliance standards published in the Trust Center. Supplier agrees not to upload personal data beyond what is strictly necessary for compliance purposes.
Section 8. Flow-Down Obligations from MSA
For each Supply Chain, the Contracting Customer’s MSA governs Coolset’s services to that Contracting Customer. These Terms apply to Supplier participation in that Supply chain. Supplier agrees to comply with the following obligations incorporated by reference from the Coolset MSA:
Section 9. Indemnification
Supplier will indemnify, defend, and hold harmless Coolset, Contracting Customer and Requesting Entity from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of:
(a) Supplier Data infringing or misappropriating third-party rights;
(b) Supplier’s breach of these Terms; or
(c) Supplier’s violation of applicable law.
Coolset, Contracting Customer or Requesting Entity will promptly notify Supplier of any such claim and Supplier will control the defense and settlement, provided no settlement may impose liability or admission of wrongdoing on the parties without prior written consent.
Indemnity also applies to claims arising from invitations Supplier issues as a Requesting Entity, including claims that Supplier lacked authority to request or share data or requested data beyond what was necessary.
Section 10. Liability
10.1 Disclaimer. The Platform is provided “as is” for Supplier’s access.
10.2 Limitation. To the maximum extent permitted by law, Coolset disclaims liability to Supplier for indirect, incidental, or consequential damages.
10.3 Nothing limits liability for gross negligence, willful misconduct, or liability that cannot be excluded under law.
11. Termination
Coolset may suspend or terminate Supplier’s access at any time, including to protect the integrity of the Platform, for breach of these Terms, or at the request of the Contracting Customer. Upon termination, Supplier Data may be deleted or retained as required by Contracting Customer agreements and applicable law.
12. Governing Law & Jurisdiction
These Terms are governed by the laws of the Netherlands. Any disputes shall be subject to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.
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