Terms of Use for Participating Companies

Notice to Participating Companies: Please note that your access and use of the Ulula Platform will be subject to this Agreement.

 

Ulula reserves the right, at any time, to unilaterally modify the terms of this Agreement, subject to the Participating Company’s ability to terminate the Agreement pursuant to Article VII hereof. The Participating Company will be informed of any such changes by means of publication on the web site or through any other adequate means.

 

Ulula Platform is a SaaS service provided by Ulula Canada Inc. (“Ulula”).

“Affiliates” means any corporation, company, or other entity, which: 

  1. is Controlled by a party hereto; or
  2. Controls a party hereto; or 
  3. is under common Control with a party hereto;
  4. or an entity which is Controlled by the same Controlling entity as a party, for so long as such Control exists. For this purpose “Control” means that more than fifty percent (50%) of the controlled entity’s shares or ownership interest representing the right to make decisions for such an entity are owned or controlled, directly or indirectly, by the controlling entity.

 

‘’Export Controls” means any laws, regulations, and restrictive measures (in each case having the force of law) related to the import, export or re-export of goods, technology and services administered, enacted or enforced from time to time by:

  1. the United States (including without limitation the Department of Commerce’s Bureau of Industry and Security and Department of State’s Directorate of Defense Trade Controls),
  2.  the European Union and its member states,
  3. the United Kingdom, or
  4. other jurisdictions with regulatory authority over EcoVadis, the Participating  Company(ies) or their respective Affiliates.

 

‘’Sanctioned Person” means a legal or natural person that is:

  1. the subject of Sanctions,
  2. resident in or organized under the laws of a country or territory which is the subject of country- or territory-wide Sanctions currently or within the past five years (including Cuba, Iran, North Korea, Syria,  the Crimea region or the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR), (but the list of countries or territories can change over time depending on changes in law), or
  3. owned or otherwise controlled by any of the foregoing.

 

“Sanctions” means any trade, economic and financial sanctions and embargo laws, regulations, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by: 

  1. the United States (including without limitation the Department of the Treasury’s Office of Foreign Assets Control and Department of State),
  2. the European Union and its member states,
  3. the United Nations,
  4. the United Kingdom, or
  5. other jurisdictions with regulatory authority over Ulula, the Participating Company(ies) or their respective Affiliates.

 

“User”means a representative of the Participating or Requesting Company (who must be at least 18 years of age) that is provided access to the Ulula Platform. 

 

“Ulula Platform” or “Platform”means the digital platform offering Ulula’s products or services, including, but not limited to, Ulula Plus (U+), Ulula Voice, EcoVadis Worker Voice, Ulula Impact, Ulula Broadcast, Ulula Connect, Ulula Self-Assessment Questionnaires and the Ulula App.

“Participating Company” means a company operating a Workplace, a factory or a production facility for which the Workers or community members have provided, imported, uploaded or otherwise made available data on the Ulula Platform.

“Requesting Company” means any company having a contract in place with Ulula or Ulula’s Affiliate, including EcoVadis SAS and EcoVadis Inc allowing it to subscribe  to the Ulula Platform to access information regarding the Results and performance of the selected Participating Companies.

“Group of Requesting Companies” means group of Requesting Companies which access the Ulula Platform via a joint platform.

“Results” means any data, survey, report and information generated through the use and performance of the Ulula Platform and analytics performed by Ulula or its Affiliates, and relating to a Participating Company.

“Worker” means, as it relates to the organization that operates a Workplace relevant to a software service-based survey, an employee, independent contractor, or other compensated individual.

“Workplace” means customer-identified site, facility or region related to the Participating’s Company operations (e.g. a production facility that manufactures products; a mining Workplace that produces materials used in products; a geographical region that is impacted by Participating’s Company operations).

 I. Access to the Ulula Platform

  1. A Participating Company may only have access to its Results on the Ulula Platform. Results may be printed or/and downloaded from the Ulula Platform.
  2. Access by a Participating Company is limited to the Results pertaining to such Participating Company. Access to the Results of other Participating Companies is not available.
  3. Access to the Platform to see the Results is made through the creation of an account by the Participating Company, with confidential login and password. The Participating Company is solely responsible for the security of its account and confidentiality of its credentials and shall maintain adequate security measures to safeguard the Ulula Platform from unauthorized access, use or copying. 
  4. The Participating Company shall not interfere with the proper working of the Ulula Platform and shall immediately inform Ulula of any unauthorized access to the Ulula Platform. 
  5. A general description of the services available on the Ulula Platform can be found and accessed on the Ulula official website. 

 II. Restrictions of use

  1. The Participating Company shall not use the Ulula Platform or the content available on the Ulula Platform: 
  1. in violation of any applicable law;
  2. to post, store or upload information or content that is false, inaccurate, or misleading;
  3. to transmit or display any material that is illegal, abusive, graphically distressing, inflammatory, profane, threatening, hateful, tortious, defamatory, discriminatory, obscene, sexually explicit or contains pornography, libelous, invasive of another’s privacy, or other objectionable or offensive, or to harass or harm Ulula, another entity or another individual; 
  4. to infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party;
  5. to transmit any unsolicited or unauthorized advertising or promotional materials;
  6. to transmit any material that contains adware, malware, spyware, software viruses, or any other harmful code; 
  7. to impersonate any person or entity; 
  8. disparage or injure the reputation or goodwill of Ulula, or any of its officers, directors, or employees; 
  9. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; 
  10. obtain or attempt to access any materials or information through any means not intentionally made available or provided for through the Ulula Platform.
  1. The Participating Company is prohibited from violating or attempting to violate the security of the Ulula Platform including, without limitation: 
  1. accessing data not intended for such user or logging onto a server or an account which the Participating Company is not authorized to access; 
  2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
  3. engaging in unauthorized manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Ulula Platform in violation of this Agreement or in violation of applicable laws.
  1. Links to websites or content in the Ulula Platform for the ease of reference are not under the control of Ulula. Ulula does not have any responsibility for the portals, websites, files and contents accessed through these links on the Ulula Platform or the services or products offered through the links, the websites, or their contents.  
  2. Ulula retains sole control over the operation, provision, repair, correction, maintenance and management of the Ulula Platform including the selection and engagement of subcontractors.

Ulula reserves the right, in its sole discretion, to modify or to make any changes to the Ulula Platform or Software that Ulula deems necessary or useful to (i) maintain or enhance the quality or delivery of its services; and/or (ii) to comply with applicable law.

  1. Ulula may suspend a Participating Company ’s access to or use of all or any part of the Ulula Platform, without incurring any liability, if:
  1. Ulula receives a judicial or other governmental demand or order, subpoena or law enforcement request that requires Ulula to do so; or
  2. Ulula reasonably determines that:
  1. there may be an imminent threat to the security of the Platform or the Results;
  2. The Participating Company ’s login credentials may have been compromised;
  3. The Participating Company has violated this Agreement; 
  4. suspension of access is necessary during any maintenance of the Ulula Platform.
  5. Suspension of access to the Platform will be notified in writing or via e-mail to the Participating Company.

 III. Liability

  1. ULULA AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE PARTICIPATING COMPANY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND SUFFERED BY THE PARTICIPATING COMPANY OR ANY THIRD PARTY CAUSED BY USE OF THE PLATFORM, THE RESULTS OR ANY OTHER CAUSE. 
  2. CONSIDERING THAT THE SERVICES ARE OFFERED FREE OF CHARGE FOR THE PARTICIPATING COMPANY AND WITH THE PURPOSE OF HAVING A BALANCED APPROACH, IN ANY CASE, THE AGGREGATE LIABILITY OF ULULA, REGARDLESS OF THE LEGAL GROUND, SHALL BE STRICTLY LIMITED TO DIRECT DAMAGAGES DEMONSTRABLE WITHIN THE LIMIT OF ONE THOUSAND EURO (1000 €).
  3. ULULA DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE ULULA PLATFORM AND THE RESULTS (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE).  
  4. IN PARTICULAR, ULULA DOES NOT REPRESENT OR WARRANT THAT THE RESULTS OR ANY OTHER CONTENT OBTAINED OR VIEWED BY THE PARTICIPATING COMPANY AS A RESULT OF THE USE OF THE ULULA PLATFORM WILL BE ACCURATE OR RELIABLE, OR THAT THE PARTICIPATING COMPANY’S ACCESS TO THE ULULA PLATFORM OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE.  ULULA DOES NOT WARRANT THAT FILES (INCLUDING RESULTS) AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE PROGRAMMING. THE PARTICIPATING COMPANY IS RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY ITS NEEDS FOR DATA BACK UP AND SECURITY AND ULULA SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA.  
  5. The Results and the Ulula Platform shall be regarded only as a decision-making aid tool. The Participating Company makes use of the Ulula Platform and Results at its own risks and shall keep sole responsibility for any decisions made. Accordingly, Ulula shall not be responsible for any direct or indirect consequences arising from the use of Results of any other data provided by the Ulula Platform whether as regards third parties, suppliers or contractors or employees of the Participating Company.

 IV. Intellectual property rights and data sharing

  1. The technology, know-how, questionnaire, methodologies and software (hereafter collectively referred to as the “Software”) underlying the Ulula Platform is the exclusive property of Ulula. Ulula shall remain the sole owner of all intellectual property rights to any and all components of the Ulula Platform and to its by-products (such as the Results), including any methodology, know-how or documentation, regardless of its form or media. This Agreement does not transfer and shall not be construed as transferring any intellectual property right to the Participating  Company beyond what is expressly specified hereafter. 
  2. All data and individual entries made on the Ulula Platform by a Participating Company remain the property of this Participating Company. This does not include data and individual entries made by Workers on the Ulula Platform.
  3. The Participating Company shall not without the prior written express consent of Ulula: 
  1. translate or adapt the Software for any purpose, nor arrange or create derivative works based on the Software, 
  2. make for any purpose any alterations, modifications, additions or enhancements to the Software 
  3. decompile, reverse-engineer or disassemble the Software or any part of it, 
  4. sell, rent, assign, sublicense or transfer any right in the Software. 
  1. The Participating Company grants Ulula the non-exclusive and royalty-free right, on a worldwide basis, to host, store in cache mode, process, use, reproduce, and display, the information and documents provided by the Participating Company in the course of or in connection with the use of the Ulula Platform (the “Data”), and to use such Data to deliver services offered by Ulula and to develop the Ulula database. The Participating Company warrants and represents that it has all the rights and authorizations that are necessary to use the Data and that it can freely grant the above license rights.
  2. Ulula hereby grants to the Participating Company a royalty-free, non-exclusive, non-sublicensable, non-transferable license to access and use the Platform in accordance with this Agreement. 
  3. Ulula hereby grants to the Participating Company a royalty-free, perpetual, non-exclusive, non-sublicensable, non-transferable license to use the Results related to the Participating Company for its internal purpose in accordance with this Agreement. The Participating Company is not authorized in any way to make use of the Results or to extract any data generated by the Ulula Platform for any other purpose, including commercial purposes, such as reselling information to third parties.
  4. Participating Company is only allowed to use the Results in accordance with the provisions of this Agreement and is not allowed to modify the Results and any other work received from Ulula. Participating Company is not allowed to upload its Results or any part of Ulula’s work onto any third party platform whereby the data might be shared with fourth parties or used for commercial gain or purposes. 
  5. The Participating Company agrees to and acknowledges: 
  1. the automatic sharing of its Results with the respective Requesting Company who paid the applicable fees 
  2. that the Results of the Participating Company will continue to be visible to the Requesting Company with whom the Results have been shared even upon termination of the Agreement and
  3. If the Participating Company concludes a separate agreement to participate in an assessment, the Results will be automatically shared by Ulula with its Affiliates for the purpose of creating scorecards (and /or other assessment results) as a summary of the Participating Company’s sustainability assessment results. 
  4. The Results can be shared with any Requesting Company upon prior request and confirmation by the Participating Company. 

 V. Confidentiality – personal data

  1. The Results are strictly confidential and may be used only by the Participating Company for its internal purposes, in accordance with this Agreement.  
  2. The Participating Company shall not disclose the Results except to its, and its Affiliates’, employees on a need-to-know basis, if and to the extent necessary, and provided that such employees are bound by a duty of confidentiality regarding such Results.
  3. When operating the Ulula Platform and performing its services, Ulula shall comply with all applicable laws or regulations regarding personal data process, transfer and protection.
  4. To the extent possible, the Results will only contain anonymized data. Should Results include or refer to personal data, the Participating Company undertakes to comply with all applicable laws or regulations regarding personal data process, transfer and protection in relation thereof. The Participating Company shall safeguard the confidentiality and security of such personal data and not transfer such personal data to any third party except as expressly authorized by applicable data protection laws.
  5. Ulula will store and process the personal data in a manner consistent with the applicable laws and the Ulula privacy policy available at https://ulula.com/corporate-privacy-policy/ 

VI. Price and fees

Access and use of the Platform by a Participating Company is subject to the payment of the applicable fees by the respective Requesting Company.

VII. Term and termination

  1. This Agreement shall enter into force on the date the authorised User of the Participating Company accepts this Agreement for and on behalf of the Participating Company, as validated by online confirmation on the Ulula Platform (the “Effective Date”). It will expire automatically after a term of 12 months, from the Effective Date or as soon as the respective Requesting Company no longer pays the applicable fees.
  2. The Participating Company may terminate the Agreement at any time, for any reason, by discontinuing the use of the Platform and sending a written notification to Ulula with the effect on the date when the above notification is received by Ulula. According to Section IV, the Results of the Participating Company will continue to be visible to the Requesting Company with whom the Results have been shared.
  3. Ulula may terminate this Agreement without notice if the Participating Company is in material breach of any of the terms of this Agreement, in particular but not limited to Articles II, V and IX. Termination shall take effect upon receipt of the termination notice by the Ulula to the email address of the User. 
  4. Ulula may terminate this Agreement at any time, for any reason, by sending a written notification (or notification in an electronic form) to the Participating Company with the effect on the date when the above notification is received by the Participating Company.

VIII. Assignment and transfer

The Participating Company shall not assign or transfer the Agreement to any third party without the prior written consent of Ulula. Ulula may assign this Agreement to any Affiliates, or to any other third party.

IX. Compliance with law and trade control

  1. Participating Company shall comply with all laws and regulations regarding export controls and trade sanctions including the US, EU, UK, German export law, in terms of its own operating location. Participating Company shall not use the Ulula Platform for any purpose that violates, or would cause Ulula or any of its Affiliates to violate, applicable export control and/or trade sanction regulations. Any violation of such requirements shall allow Ulula to temporarily suspend its obligations under this Agreement.
  2. The Participating Company represents and warrants that: 
  1. neither the Participating Company nor any of its officers or directors is a Sanctioned Person and
  2.  it will not use, export, re-export or transfer, and will not allow any party to use, export, re-export or transfer any services provided by Ulula or its Affiliates in connection with doing business with or involving, Cuba, Iran, North Korea, Syria, the Crimea region or the so-called Donetsk People’s Republic (DNR) / Luhansk People’s Republic (LNR) (but the list of countries or territories can change over time depending on changes in law).
  1. The Participating Company  represents and warrants that it will not use, and will not allow any party to use, any services provided by Ulula or its Affiliates in connection with doing business with any Sanctioned Person or for any purpose that would violate, or cause Ulula or its Affiliates to violate, Sanctions or Export Controls.
  2. The Participating Company  acknowledges and agrees that Ulula and its Affiliates are subject to Sanctions and Export Controls and must take measures to ensure compliance with applicable Sanctions and Export Controls. The Participating Company  therefore acknowledges and agrees that its access to and use of any services provided by Ulula or its Affiliates: 
  1.  is subject to the representations and warranties provided in this Article IX,
  2. may be blocked and suspended in the event of a potential match to a Sanctioned Person, and 
  3. may, in the case of such a potential match, require the Participating Company to provide information or documentation necessary to confirm its identity. 
  1. The representations, warranties, covenants, or obligations provided in this Article IX are given only to the extent that they would not result in a violation of or conflict with Council Regulation (EC) No. 2271/96, as amended, any law or regulation implementing Council Regulation (EC) No. 2271/96 in any member state of the European Union, the German Foreign Trade Act or any applicable equivalent law or regulation.

X. Applicable law – Jurisdiction

This Agreement shall be governed by the laws of the Province of Ontario, Canada without regard to its conflict of laws provisions. 

Any dispute arising out of or in connection with this Agreement, which cannot be settled amicably (without such amicable settlement being an obligation) shall be submitted to the exclusive jurisdiction of Courts of the Province of Ontario, notwithstanding the plurality of defendants or the nature of the proceedings.

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