1) Definition:

a) Project refers to LeatherTrace Bangladesh: Traceable and Circular Leather Production (TCLP) project is jointly implemented by the University of Northampton, iDEA TREE, SERA Bangladesh, Aston University, University of Hertfordshire (UoH) and the Sustainable Leather Foundation (SLF). The project is funded by the Sustainable Manufacturing and Environmental Pollution (SMEP) Programme with funding and technical assistance from UK International Development (FCDO) and UNCTAD.

b)Leathertrace Project Consortium refers to the group of organizations jointly implementing the LeatherTrace Bangladesh: Traceable and Circular Leather Production (TCLP) project: University of Northampton (UoN), iDEA TREE, SERA Bangladesh, Aston University, University of Hertfordshire (UoH), and the Sustainable Leather Foundation (SLF).

c)Solution refers to the LeatherTrace Traceability Solution developed by SERA Bangladesh and other partners in the Leathertrace Project Consortium.

d)User means any individual, organization, or entity authorized to use the Solution.

e)Provider refers to solution developer SERA Bangladesh.

f)Data means any information, records, or materials entered, uploaded, or generated through the Solution

2) User Responsibilities :

a) Users are responsible for providing the data and ensuring the accuracy and integrity of the data they enter into the Solution.

b) The User will designate one/two person who will be the administrator of the solution and will be trained by the solution provider.

c) Access credentials must be kept secure and not shared without permission.

d) The user will actively cooperate with the solution provider during the piloting. In case of any technical problem or wrong data entry they will notify the provider within 1-2 days.

3) Solution Provider Responsibilities :

a) The provider will provide necessary API/mobile app, user guideline, training of the solution to the user and help them to install.

b) The solution provider will provide technical support (over phone, online or in person) during the project timeline.

c) Regular monitoring and evaluation will be conducted by the solution provider. In case of any notification received from the user regarding any technical issue, the provider will address within 1-2 days to resolve the issue.

4) Data Ownership and Privacy :

a) All data entered by Users remains their property.

b) The Solution provider may use aggregated, anonymized data for reporting, service improvement and research, only for TCLP project purpose.

c) Data handling will comply with applicable data protection and privacy regulations. Temporary interruptions may occur due to maintenance, upgrades, or unforeseen technical issues.

5) License of use :

a) The Solution is provided for use in project-related traceability activities only.

b) The license is non-exclusive, non-transferable, and limited to authorized Users. Users may not copy, modify, reverseengineer or redistribute the Solution.

c) All Background IP for the solution remains the property of the provider. All Foreground IP, defined as any intellectual property, data, codes, design or outputs developed or generated through the use, deployment, or customization of the digital traceability tool, shall vest in the Leathertrace project consortium, unless otherwise agreed in writing. The user is granted a non-exclusive, non-transferable license to use the Foreground IP solely for the purposes agreed under this agreement.

6) Duration :

a) The User receive the solution and technical support during the project timeline (up to June 2026)

7) Liability and Disclaimer :

a) The Software is provided as is without warranties of any kind, express or implied.

b) The provider is not liable for loss of data, business disruption, or damages resulting from Solution use. Users are responsible for backup and safeguarding of their own important data.

8) Governing Law : These Terms will be governed and interpreted under the laws of Bangladesh.

9) Amendments : The provider reserves the right to update or modify these Terms, with prior notice to Users

Licensee agrees to defend, indemnify, and hold harmless SourceTrace, its officers, members, employees, contractors, affiliates, and its licensors from and against any damages, costs, liabilities, settlement amounts, and/or expenses (including attorneys fees) incurred in connection with any claim, lawsuit, or action by any party or third party that arises or results from (a) the use or distribution of the solution or any portion thereof, or (b) any breach of licensee’s representations, warranties, and covenants set forth in this agreement.

Disclaimer of warranties and limitation of liability

Disclaimer of warranties. Licensee agrees that, to the maximum extent permitted by applicable law, SourceTrace and its suppliers provide the solution and support services (if any) as is and with all faults, and hereby disclaim all other warranties and conditions, either express, implied, or statutory. This includes, but is not limited to, any implied warranties, duties, or conditions of merchantability, fitness for a particular purpose, accuracy or completeness of responses, results, workmanlike effort, lack of viruses, or lack of negligence, all with regard to the solution and the provision of or failure to provide support services. There is also no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description, or non-infringement with regard to the solution. The entire risk as to the quality or performance of the solution and support services, if any, remains with the licensee.

Exclusion of incidental, consequential, and certain other damages. To the maximum extent permitted by applicable law, in no event shall SourceTrace or its suppliers be liable for any special, incidental, indirect, punitive, or consequential damages whatsoever. This includes, but is not limited to, damages for loss of profits, confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including good faith or reasonable care), negligence, or any other pecuniary or other loss, arising out of or in any way related to the use of or inability to use the solution, the provision of or failure to provide support services, or otherwise under or in connection with this agreement. This applies even in the event of fault, tort (including negligence), strict liability, breach of contract, or breach of warranty by SourceTrace or any supplier, and even if SourceTrace or any supplier has been advised of the possibility of such damages.

Limitation of liability and remedies. Notwithstanding any damages that the licensee might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), licensee agrees that the entire liability of SourceTrace and all of its suppliers under any provision of this agreement, and licensee s exclusive remedy for all of the foregoing, shall be limited to the greater of the actual fee paid by the licensee to SourceTrace under this agreement or USD $5. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

Licensee warrants that it shall hold in the strictest confidence this computer program and any related materials or information, including but not limited to any technical data, research, product plans, or know-how provided by SourceTrace to licensee. This applies whether provided directly or indirectly in writing, orally, or by inspection of materials, including the software, related licensed materials, and other application software, systems, or materials (collectively, SourceTrace confidential information). Licensee warrants that it shall not disclose any of SourceTrace s confidential information to third parties and shall take reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of SourceTrace s confidential information. Licensee shall immediately notify SourceTrace in the event of any unauthorized or suspected use or disclosure of SourceTrace s confidential information.

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