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SUSTAINABLE APPAREL COALITION, INC.

THE HIGG INDEX

LICENSE AGREEMENT AND TERMS OF USE

Last Updated: July 28, 2015

This License Agreement and Terms of Use (these “Terms”) is a binding agreement between you (“your” or “you”) and the Sustainable Apparel Coalition, Inc. (the “SAC”, “we” or “us”) relating to your access to and use of the website www.higg.org (the “Site”) and the services and resources available or enabled via the Site, including the Higg Index (collectively, the “Higg Index” or the “Index”).

These Terms are a legal and binding contract between you and the SAC. By accessing, downloading, and/or using the Index, or browsing the Site, you are acknowledging that you have read and understand these Terms and agree to be bound by and abide by these Terms. PLEASE CAREFULLY READ THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, DO NOT BROWSE THE SITE, OR ACCESS, DOWNLOAD OR USE THE INDEX. BY ACCESSING THE SITE AND/OR ACCESSING, DOWNLOADING AND/OR USING THE INDEX, YOU REPRESENT AND WARRANT (I) THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THESE TERMS, (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 ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE SITE.

Background
The SAC was founded by a group of sustainability leaders from the global apparel and footwear industry who recognize that addressing our current social and environmental challenges are both a business imperative and an opportunity. The vision of the SAC is an apparel and footwear industry that produces no unnecessary environmental harm and has a positive impact on the people and communities associated with its activities. Through multi-stakeholder engagement, the SAC seeks to lead the industry toward a shared vision of sustainability built upon a common approach for measuring and evaluating apparel and footwear product sustainability performance that will spotlight opportunities for technological innovation and priorities for action.

The Higg Index (“Higg Index”) is a suite of tools including a Brand Module, a Facility Module, a Retail Module, a Rapid Design Module, a Design and Development Module, the MSI Data Explorer, benchmarking and other Modules and tools that may be developed from time to time by the SAC that are accessed and used as (i) a Web-based tool at www.higg.org (the “Web Tool”) (ii) an Excel-based tool (the “Excel Tool”) available to the public for download at the Site after registration. All users of the Higg Index are defined as “Higg Users”).
Changes to these Terms
The SAC reserves the right, from time to time, in its sole discretion, to revise, modify, or update these Terms at any time. When changes are made, SAC will make a new copy of the Terms available at the Site. We will also update the “Last Updated” date at the top of the Terms. If we make changes we believe are material, and you have registered an Account (as defined below), we will also endeavor to send an email to you at the last email address you provided to us pursuant to the Terms. Any changes to the Terms will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an email notice of such changes to registered users of the Site. SAC may require you to provide consent to the updated Terms in a specified manner before further use of the Site, Index, and/or any other services available therein is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Site, Index, and related services. Otherwise, your continued use of the Site, Index, and related services constitutes your acceptance of such changes. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE CURRENT TERMS.

Registration and Account Information
Accessing and using the Index requires registration and creation of an account on the Site (“Account”). In registering for an Account, you agree to (1) provide true, accurate, current and complete information about yourself and the Higg User as prompted by the Account registration page (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are entirely responsible for maintaining the confidentiality of your password. You may not use the Account, username, or password of someone else at any time. You agree to notify the SAC immediately of any unauthorized use of your account, user name, or password. You may be held liable for any losses incurred by the SAC due to someone else’s use of your Account or password. The SAC 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.

Content, Feedback and Third Party Information
Content. We encourage you to provide requested data and information about your company or organization and to respond to questions posed on the Site and in the Higg Index (all information entered by Higg User in Higg.org, collectively is the “User Content”).

SAC does not claim any ownership interest of your User Content that you upload to the Site or Index. However, in order to provide the services available via the Index, we require you and all Higg Users to provide the SAC with a license to the User Content you provide accordingly:

Grant of License by Higg Users to the SAC

You hereby grant the SAC a non-exclusive, sub-licensable, irrevocable, worldwide, perpetual, royalty-free, sub-licensable, and transferable license to aggregate, analyze, use, reproduce, distribute, and display, and prepare derivative works of the Content in order to provide the Index and related services to the Users of the Site, members of the SAC, and to other entities of SAC’s choosing. The SAC reserves the right to sub-license this license with third parties of SAC’s discretion for performance of research and analysis on all Higg data, fully aggregated or partial data sets

SAC reserves the right, but has no obligation to, monitor or review User Content at any time. Without limiting the foregoing, SAC shall have the right to delete or disregard any portion of User Content that the SAC determines is inaccurate, inappropriate, violates applicable law or is otherwise inconsistent with the SAC’s policies and/or purposes. Unless otherwise specified, you waive all rights to claim that the SAC 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.

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.

Content Provided by Other Users
The Site and Index may contain information, data, text, and other materials that has been uploaded or transmitted to the Site and/or Index by other users (“User-supplied Supplemental Content”). You acknowledge and agree that SAC has no obligation to pre-screen User-supplied Supplemental Content, although SAC reserves the right in its sole discretion to pre-screen, refuse or remove any User-supplied Supplemental Content. YOU ACKNOWLEDGE AND AGREE THAT USER-SUPPLIED SUPPLEMENTAL CONTENT DOES NOT REFLECT THE VIEWS OF THE SAC, ITS AFFILIATES, VENDORS OR LICENSORS AND THAT THE SAC, ITS AFFILIATES, VENDORS AND LICENSORS ARE NOT RESPONSIBLE FOR ANY VIEWS, IDEAS, POSITIONS, AND THE LIKE CONTAINED IN ANY SUCH CONTENT.

Feedback. We encourage you to provide and share with us your questions, comments, suggestions, ideas, and feedback regarding the Site and Index (collectively, “Feedback”). You agree that the SAC has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback, and you hereby grant to SAC the irrevocable right and license to use all Feedback in connection with the operation and maintenance of the Site, Index and related SAC services.

Third Party Information. If you post or otherwise incorporate information regarding any third party (“Third Party Content”) in your Content, you will obtain their consent before doing so. 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.

Grant of License by the SAC to Higg Users
Subject to the restrictions on use set forth below, the SAC hereby grants you a limited, non-exclusive, non-assignable, non-transferable license (the “Limited License”) to: (i) access, and use the Index; and (ii) distribute copies of and provide access and use of the Index to additional SAC-authorized users (also “Higg Users”) within your company or organization. The SAC reserves the right to charge license or other fees to all Higg Users to use the Index. Any violation of these Terms shall immediately and automatically terminate the Limited License granted herein without notice to you. Upon termination of this Limited License, you agree to immediately cease using the Index and destroy all copies of the Index and any associated content. Except for the Limited License, you acknowledge that you have no right, title or interest in or to this Site or the Index.

Restrictions on Use
We encourage your use of the Index and you to provide Content on the Site or through the Web Tool, but the SAC imposes certain rules of conduct and restrictions on your permissible use:

• You may not access, retrieve or index any portion of the Index for purposes of constructing or populating a database or other reference.

• You may not distribute copies of the Index to anyone outside of your company except as set forth herein and instead shall direct any interested users to the Site. Such users shall be required to register, create an account and agree to these Terms before accessing, downloading or using the Index.

• You may not share your scores or results from the Index except as otherwise permitted under these Terms. You shall not, in any event, (a) include your Index score in any marketing, advertising or promotional materials without the express written permission of the SAC, (b) present your Index results or scores at a meeting or conference attended by representatives from more than one outside organization without the prior consent of the SAC, or (c) if you are a supplier, send a mass email to current and prospective customers with your scores or your Facility Module(s) attached.

• You agree to retain all copyright, trademark and other proprietary notices contained in the Index and in any material you obtain from the Site and to attribute ownership to the SAC except as otherwise noted.

• You are prohibited from using the trademarks and other graphics, logos, trade names, service marks, copyrights and other intellectual property of others without the consent of the owner.

• Unless otherwise stated, you may not sell, modify, reproduce, display, distribute, or otherwise use the Index or any materials from the Index or the Site in any way for any commercial purpose.

• If you are a consultant, vendor or service provider to an authorized User of the Index and have accessed the Web Tool for the purpose of providing services to that specific authorized User of the Index, you may not use the Index, inclusive of associated tools, for any purposes other than in connection with providing services to that specific authorized user of the Index and, in all cases, in accordance with these Terms.

• You may not post unauthorized communications (such as spam).
• You may not introduce viruses, trojan horses, worms, or other malicious material or code.
• You may not use any robots, spiders or other automatic devices, processes or means to access, retrieve, scrape or compile any portion of the Site or Index.
• You may not use any device, software or routine that interferes with the proper working of the Site or Index.
• You may not attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Index, the server on which the Index is stored, or any server, computer or database connected to the Index.
• You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Index or features that enforce limitations on the use of the Index.
• You may not solicit login and password information or access an account belonging to someone else.
• You shall respect and shall not violate the privacy of others. You will not record, process, or mine information about other users; or post any other person’s identifying documents or information or any sensitive financial or personal information.
• You will not alter, modify, create derivative works of, decompile or otherwise attempt to extract source code from us unless we give you express written permission.
• At all times when accessing, downloading, and using the Index and providing your Feedback on the Site or through the Web Tool, you will act in compliance with all federal, state, and local laws, regulations and ordinances and you may not use the Index for any illegal purpose.
• You may not directly or indirectly attack the Index via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Index.

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 and non-users of the Index and the Site 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 on the Site.

Sharing Your Scores and Results
You may only share your score and results obtained from using the Site and Index with your current business partners on a one-on-one basis and not for any commercial purpose or for public dissemination, except with the prior consent of the SAC. Examples of permissible sharing include but are not limited to: (i) suppliers sharing its Facility Module(s) with its brand or retail partners; (ii) brands sending connection requests to its suppliers and inviting its supplier partners to complete and share its Facility Module(s) with the brand; or (iii) brands sending a downloaded copy of the Excel Tool to its suppliers and requesting that the suppliers complete the Facility Module(s) and share its results with the brand.

Our Proprietary Rights
The SAC shall have and retain all right, title and interest in and to the Higg Index, including without limitation all rights in the patents, copyrights, trade secrets and other intellectual property and proprietary rights in the Index. Except for the license provided hereunder, you do not acquire any right, title or interest in or to the Index.

The trademark HIGG INDEX is a registered trademark of the SAC. You are prohibited from using this mark and other graphics, logos, trademarks and copyrights of the SAC without the prior written consent of the SAC.

Copyright Infringement / Digital Millennium Copyright Act Notice
SAC is committed to respecting and protecting the legal rights of copyright owners. As such, SAC 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 Content or User Content 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 Company’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. 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;
c. 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;
d. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
e. 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
f. 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.
SAC’s Copyright Agent to receive DMCA Takedown Notices is: info@apparelcoalition.org. 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 on the Site. You acknowledge that in order for Company to be authorized to takedown any Content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

Disclaimer of Warranties
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 the SAC and are an essential basis of this contract between you and the SAC. Your use of the Index and the information you obtain through the Index is at your own risk.

NEITHER SAC NOR ANY OF ITS 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 SITE, THE INDEX OR ANY CONTENT, OR THAT THE SITE, INDEX OR ANY CONTENT OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE SITE OR INDEX WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE, INDEX OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, INDEX OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE SITE OR INDEX WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE SAC HAS NO LIABILITY FOR ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE INDEX OR ANY CONTENT THEREIN, WHETHER PROVIDED BY THE SAC, ITS VENDORS OR LICENSORS OR ANY OTHER PERSON OR ENTITY. THE INDEX IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SAC, FOR ITSELF AND ITS 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.

Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SAC OR ITS MEMBERS, LICENSORS, VENDORS, AGENTS OR ANY OTHER CONTRIBUTOR TO THE INDEX 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 ON THE SITE OR THROUGH THE WEB TOOL, INCLUDING ANY PERSONAL INFORMATION; (C) THE USE OR MISUSE OF THE INDEX BY ANY PERSON OR ENTITY; (D) ANY OF THE INDEX CONTENT; OR (E) OTHERWISE; WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SAC OR ANY OF ITS MEMBERS, LICENSORS, VENDORS, AGENTS OR ANY OTHER CONTRIBUTOR TO THE INDEX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS USED IN THIS SECTION, “DAMAGES” MEANS 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/OR INDEX 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 INDEX AND THE SITE. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS LICENSE AGREEMENT AND TERMS OF USE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, THE AGGREGATE LIABILITY OF THE SAC OR ANY OF ITS MEMBERS, LICENSORS, VENDORS, AGENTS, OR ANY OTHER CONTRIBUTOR TO THE INDEX WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Indemnity
You agree to defend, indemnify, and hold harmless the SAC and its members, licensors, vendors, and any contributors to the Site and/or Index and their respective officers, directors, members, managers, employees, consultants, 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 you arising from or relating to (i) your access or use of the Site or Index, (ii) your violation of these Terms, (iii) your violation of any applicable law or regulation, including violation of federal and state antitrust statutes, rules or regulations, (iv) your anti-competitive practices, or (v) your Content. You should not use Index results, answers, or scores 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 from third-party Claims arising from your business decisions directly or indirectly or wholly or partly based on Index results, answers and scores. The SAC will endeavor to notify you promptly of any such Claim and will provide you with reasonable assistance, at your expense, in defending any such Claim.

Governing Law
These Terms and your use of the Index shall be construed in accordance with and governed by the laws of the United States and the State of California, 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 the use of the Site, Index, Feedback provided to the Site or through the Web Tool, or these Terms, and you hereby submit to the personal jurisdiction of such courts. The SAC 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.

Miscellaneous
These Terms constitute the entire agreement between the SAC and you regarding your access and use of the Index, and supersedes any prior agreements between you and the SAC 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. The SAC’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. You may not assign or transfer your rights and obligations under these Terms without the prior written consent of the SAC. The SAC 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. Section titles are for convenience only and have no legal effect. The Indemnified Parties are third-party beneficiaries to these Terms.

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.

Contact
If you have any questions concerning these Terms or the Index, please contact us through the SAC website: http://www.apparelcoalition.org, or at SACSupport@ems.schneider-electric.com, or Attn: Terms of Use Questions, Sustainable Apparel Coalition, 82 2nd Street, San Francisco, CA 94105.

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