SUSTAINABLE APPAREL COALITION, INC. Howtohigg.org LICENSE AGREEMENT AND TERMS OF USE Last Updated: February 23, 2018 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.howtohigg.org and resources available or enabled via the Site (collectively the "Site"). These Terms are a legal and binding contract between you and the SAC. By accessing, downloading, and/or using the materials provided on the Site, or browsing the Site, you acknowledge 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 USE ANY INFORMATION IT PROVIDES. BY ACCESSING THE SITE AND/OR ACCESSING, DOWNLOADING AND/OR USING ANY OF THE MATERIALS PROVIDED, 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 SAC's key collaboration tool is a suite of online measurement tools collectively known as the Higg Index, found at www.higg.org. Guidance for how to use and leverage the Higg Index is available in the "How to Higg" resource that is accessible through howtohigg.org All users of How to Higg are defined as "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. The SAC may require you to provide consent to the updated Terms in a specified manner before further use of the Site. If you object to any such change(s), your sole recourse shall be to cease using the Site. Continued use of the Site following notice of any such changes shall constitute your acknowledgement and acceptance of such changes. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE CURRENT TERMS. Registration and Account Information Accessing and using How to Higg may require 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. The SAC reserves the right to periodically send administrative emails about updates or changes to How to Higg, the Higg Index, or the SAC in general. Grant of License by the SAC to Site 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 Site. 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 Site and destroy all copies of the Site content. If you are a user of the Site under your employer or organization's account, the SAC reserves the right to notify your employer or organization of any violations of the Terms. Except for the Limited License, you acknowledge that you have no right, title or interest in or to this Site. Restrictions on Use We encourage your use of the Site and you to provide Content on the Site, but the SAC imposes certain rules of conduct and restrictions on your permissible use: o You may use any portion of the Site for purposes of constructing or populating a database or other reference. o You may not distribute copies of Site content 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 and using the Site. o You may not use our Site for the purpose of creating SPAM or bulk email messages. o You agree to retain all copyright, trademark and other proprietary notices contained in the Site and from any material you obtain from the Site and to attribute ownership to the SAC except as otherwise noted. o 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. o Unless otherwise stated, you may not sell, reproduce, display, distribute, or otherwise use the Site or any materials from the Site in any way for any commercial purpose. You may not revise, edit or alter any materials from the Site in any way. o You may not post unauthorized communications (such as spam). o You may not introduce viruses, trojan horses, worms, or other malicious material or code. o 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. o You may not use any device, software or routine that interferes with the proper working of the Site. o You may not attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site. o You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site or features that enforce limitations on the use of the Site. o You may not solicit login and password information or access an account belonging to someone else. o 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. o You will not alter, modify, create derivative works of, decompile or otherwise attempt to extract source code from us unless given express written permission. o At all times when accessing and using the Site and providing your Feedback on the Site, you will act in compliance with all federal, state, and local laws, regulations and ordinances and you may not use the Site for any illegal purpose. o You may not directly or indirectly attack the Site via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt to interfere with the proper working of the Site. 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 Site 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. Our Proprietary Rights The SAC shall have and retain all right, title and interest in and to the Site, including without limitation all rights in the patents, copyrights, trade secrets and other intellectual property and proprietary rights provided on the Site. Except for the license provided hereunder, you do not acquire any right, title or interest in or to the Site. Copyright Infringement / Digital Millennium Copyright Act Notice The SAC is committed to respecting and protecting the legal rights of copyright owners. As such, the 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: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. 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; 3. 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; 4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; 5. 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 6. 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: Support@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 Site and the information you obtain through the Site 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 OR ANY CONTENT, OR THAT THE SITE, OR ANY CONTENT OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR INFORMATION OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE SAC HAS NO LIABILITY FOR ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SITE OR ANY CONTENT THEREIN, WHETHER PROVIDED BY THE SAC, ITS VENDORS OR LICENSORS OR ANY OTHER PERSON OR ENTITY. THE SITE 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 SITE 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 SITE BY ANY PERSON OR ENTITY; (D) ANY OF THE SITE 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 SITE 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 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. 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 SITE 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 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 (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 Site information 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 the Site. 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. Term and Termination. The Terms commence on the date you accept them (as described in the preamble above) and remain in full force and effect while you use the Site, unless terminated earlier in accordance with the terms herein. Either party may terminate these Terms in the event the other party materially breaches any provision of this Agreement and does not fully cure such breach within thirty (30) days of the non-breaching party's notice. You agree that all terminations for cause by the SAC, shall be made in SAC's sole discretion, and that the SAC shall not be liable to you or any third party for any termination of your Account. Upon termination of these Terms, your right to use the Site and any materials downloaded therefrom will automatically terminate immediately. Governing Law These Terms and your use of the Site 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, Feedback provided to the Site 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 Site, 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 Site, please contact us at support@apparelcoalition.org, or Attn: Terms of Use Questions, Sustainable Apparel Coalition, P.O. Box 237, San Francisco, CA 94104-0237.