Terms and Conditions

By purchasing the Project Screening Financial Model (the Model), developed by Sustainable Advantage (SEA), you agree to the following Terms and Conditions:

1. COPYRIGHT

The Model, any additional materials provided, and their contents (collectively, the Model Materials) are subject to intellectual property protection under laws of the United States as well as those of other nations. By purchasing the Model Materials, the Purchaser acquires only a license to view and use the Model Materials.  The Purchaser acknowledges and agrees that SEA exclusively owns all rights, title and interest in the Model Materials and to any information received therewith, and that Purchaser has no claim to ownership by reason of its use of or access to the Model Materials. Purchase of the Model or access to Model Materials does not include rights or access to any of SEA’s databases, data, or any supporting or underlying materials. 

2. CONFIDENTIALITY AND LIMITATIONS ON USE

The Model Materials, contain confidential, proprietary, market sensitive, and/or trade secret information.  The Model Materials are provided to Purchaser for Purchaser’s internal use only and may be distributed only to employees of Purchaser Authorized hereunder, and who have been made aware of the limitations on use herein. Purchaser agrees to keep the Model Materials received confidential and not to reproduce, share, distribute, broadcast, transmit, or publish the Model Materials, whether by written, oral or electronic means, to any person not authorized hereunder, including consultants or attorneys engaged by Purchaser, or affiliates of Purchaser, except with specific written permission from SEA.  Purchaser agrees to be responsible for the actions, uses and disclosures of any of its employees or authorized users.  Purchaser shall use efforts to protect the confidentiality of the Model Materials which are at least as stringent as those used to protect its own confidential information.  If Purchaser becomes subject of a subpoena or other effort to compel disclosure of the Model Materials, Purchaser will provide SEA with as much advance notice as practicable to afford SEA the opportunity to seek an appropriate protective order or other remedy to prevent or narrow the disclosure or to ensure that such information will continue to be treated in as confidential a manner as possible.

3. DISCLAIMER OF WARRANTIES AND LIABILITY

SEA will make a good faith effort to ensure that the Model functions properly and that the contents of its Model Materials are complete and accurate.  SEA makes no warranties, express or implied, as to the completeness or accuracy of the Model Materials.  SEA further makes no express or implied warranties or representations of any kind of merchantability or fitness for a particular purpose or use.  As the Model was developed in third-party software (Microsoft Excel), Model Purchasers must have their own separate license to access and use that software and is solely responsible for the cost of said license and any applicable updates thereto.  SEA will not be responsible for incidental, consequential, or any other damages arising out of or in connection with Purchaser’s access to or use of the Model Materials.  Purchaser assumes the sole responsibility for all use of the Model Materials or any information included therein or derived therefrom and agrees to indemnify and hold SEA harmless from any liability attributable to or claim against Purchaser brought by any person arising from such use.  Purchaser agrees that SEA’s liability arising out of any dispute or legal claim in any way connected with the Model Materials shall not exceed the fee paid by Purchaser for access to the Model Materials.

4. MISCELLANEOUS 

If any provision of these Terms & Conditions is found to be unenforceable or invalid by a court of competent jurisdiction, it shall be given effect to the extent it may be enforceable or valid, and such unenforceability or invalidity shall not affect the enforceability or validity of any other provision of these Terms & Conditions. 

Any waiver of any of the terms hereof shall be enforceable only to the extent it is waived in writing signed by SEA.  Any waiver shall be only effective for the particular instance for which it is granted and shall not constitute a waiver of a subsequent occurrence of the waived event nor constitute a waiver of any other provision hereof, at the same time or subsequently. 

Any actions hereunder shall be heard in federal or state courts situate in Middlesex, Norfolk or Suffolk Counties, Massachusetts. This Agreement is made and shall be construed according to the laws of the Commonwealth of Massachusetts without giving effect to the provisions thereof relating to conflict of laws.