“Confidential Information” shall mean all data, materials, and information related to carbon removal protocols, methodologies, and related data accessed via logging in to the Warden AI Platform, including but not limited to, technical, business, and operational information, proprietary methods, algorithms, software, know-how and trade secrets.
“Warden AI Platform” refers to app.warden-ai.com and other websites, apps and online services made available by Warden AI to Users.
“User” refers to any individual or entity who accesses the Warden AI Platform through the login portal.
“Warden AI”, “we”, “us” and “our” refer to Warden AI Ltd.
These Terms of Service, which also act as a Non-Disclosure Agreement (“Agreement”), govern the access to and use of confidential and proprietary information through the Warden AI Platform. Warden AI Ltd sets forth these terms to protect sensitive information related to carbon removal protocols and methodologies.
Warden AI owns, possesses or controls certain proprietary and/or confidential information, including but not limited to the Confidential Information. The User agrees to receive access to, and Warden AI is willing to provide access to, such information via the Warden AI Platform subject to the terms and conditions set forth herein.
The User hereby agrees to be bound by the terms and conditions of this Agreement, which includes provisions of confidentiality and restrictions on the use of the Confidential Information accessed through the Warden AI Platform.
The User agrees to use the Confidential Information solely for the purpose(s) of research and education. The Confidential Information shall not be used for any other purpose, including but not limited to personal gain, commercial advantage, or any form of competitive analysis not expressly permitted under this Agreement.
The User will not disclose, share, or disseminate Confidential Information to any third party without our prior written consent. This non-disclosure obligation extends to all forms of communication and prohibits the User from indirect disclosure through actions or omissions that could reasonably be expected to lead to unauthorized disclosure.
Notwithstanding the above, the User may disclose Confidential Information to its employees, contractors, advisors, or agents (“Representatives”) who have a need to know such information for the purposes set forth in this Agreement, provided that such Representatives are bound by confidentiality obligations no less restrictive than those set out herein.
The User agrees to take all reasonable measures and exercise due care to protect the Confidential Information from unauthorized use, access, dissemination, or disclosure. This includes implementing appropriate physical, electronic, and managerial procedures to safeguard and secure the Confidential Information.
The User will promptly notify Warden AI in writing if they become aware of any suspected or actual unauthorized use, disclosure, dissemination, or access of the Confidential Information, or any other breach of this Agreement. The User will cooperate with Warden AI in every reasonable way to help Warden AI regain possession of the Confidential Information and prevent its further unauthorized use.
Upon termination of the User’s access to the Warden AI Platform or upon our request at any time, the User shall, at our discretion, return or destroy all materials, in any medium, that contain, embody, or record any part of the Confidential Information, and shall not retain any copies of such materials for any reason.
The obligations of confidentiality and restricted use under this section shall survive the termination or expiry of this Agreement for a period of five (5) years from the date of such termination or expiry.
The Confidential Information is and remains the property of Warden AI. Nothing in this Agreement grants you any rights to the Confidential Information, except for the limited right to use it as explicitly provided herein.
All intellectual property rights in the Confidential Information, including but not limited to patents, copyrights, trademarks, trade secrets, and know-how, are and shall remain the sole property of Warden AI. The User acknowledges that nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our intellectual property rights, except as explicitly permitted under this Agreement.
The User shall not use any trademarks, trade names, logos, or service marks of Warden AI without our prior written consent. Any authorized use of our marks shall be in accordance with standards and guidelines provided by Warden AI and shall inure to the benefit of Warden AI.
The User agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the composition or underlying information, structure, or ideas of any Confidential Information. This prohibition includes any attempt to recreate or replicate the Confidential Information or any portion thereof.
The User shall not modify, translate, adapt, or create derivative works based on the Confidential Information, or authorize, assist, or encourage others to do so, without our prior written consent.
Any feedback, suggestions, ideas, or improvements provided by the User regarding the Confidential Information or related matters shall be the property of Warden AI. The User hereby assigns to Warden AI all right, title, and interest in and to such feedback, including all intellectual property rights therein.
The User agrees to promptly notify Warden AI in writing if the User becomes aware of any unauthorized use, copying, or infringement of the Confidential Information or our intellectual property rights.
The User’s obligations under this Intellectual Property Rights section shall survive the termination or expiry of this Agreement and shall continue for as long as such rights are protected by law.
The User acknowledges that any breach or threatened breach of this section may cause irreparable injury to Warden AI and that, in addition to any other remedies that may be available, Warden AI shall be entitled to seek injunctive relief against such breach or threatened breach.
This Agreement commences upon the User’s first login to the Warden AI Platform and remains in effect until terminated as outlined in this section.
The User may terminate this Agreement at any time by choosing to close their account through the designated mechanism on the Warden AI Platform. Upon account closure, this Agreement shall be deemed terminated, and the User must immediately cease using the Confidential Information and comply with post-termination obligations as stated herein.
Either party may immediately terminate this Agreement upon written notice if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
Immediate termination of this Agreement is permissible by Warden AI through written notice if we become insolvent, file for bankruptcy, enter into an arrangement with our creditors, or undergo the appointment of a receiver or administrator over our assets.
Following termination of this Agreement, the User is required to cease all use of the Confidential Information and, as directed by Warden AI, return or destroy all materials embodying the Confidential Information.
Specific provisions, including those pertaining to confidentiality, intellectual property rights, and indemnification, will persist beyond the termination or expiration of this Agreement, as their nature necessitates continued effectiveness.
Termination of this Agreement does not absolve the User of obligations incurred prior to termination nor does it exempt the User from liability for any breach of the Agreement.
Neither party is liable to the other for any form of damages as a direct result of terminating this Agreement in accordance with its terms. Termination by either party is without prejudice to any other rights or remedies under this Agreement or applicable law.
Any unauthorized use or disclosure of the Confidential Information may lead to legal action against you. You agree to indemnify and hold Warden AI harmless from any damages, losses, costs, or expenses resulting from your breach of this Agreement.
Both parties agree to comply with all applicable data protection laws in the processing of any personal data under this Agreement. “Personal data” shall be understood as defined in the General Data Protection Regulation (GDPR) and any other relevant data protection legislation.
The User agrees that any personal data accessed or processed through the Warden AI Platform will be used solely in accordance with the purposes outlined in this Agreement and in line with Warden AI’s Privacy Policy.
Warden AI will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with applicable data protection laws.
Neither party will be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to a Force Majeure event.
For purposes of this Agreement, a “Force Majeure” event means an event beyond the control of a party, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
The affected party will notify the other party of such Force Majeure event and shall use its best efforts to resume performance as soon as possible.
This Agreement shall be governed and construed in accordance with the laws of England and Wales.
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
For questions or notifications under this Agreement, please contact hello@warden-ai.com.
By signing up and logging into the Warden AI Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.
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