60dB Data Transparency and Terms of Signal

In a nutshell, these terms say:

• You own the data that we collect & you can use it however you want
• 60 Decibels can host your anonymized data on the 60 Decibels Signal platform. If you agree in writing, 60 Decibels has permission to share your results next to your name to be discoverable by future investors
• Members of Signal may request access to your data & 60 Decibels has your permission to share a summary of your results on Signal  
• Members of Signal have the right to use your results internally for business purposes; Members are prohibited from sharing results externally without your explicit permission to do so
• You’re authorized to agree on behalf of your organization

LEGAL NOTICE.  The following terms and conditions (“Terms”) relate to 60 Decibels Signal, a new impact intelligence platform featuring social impact companies. You may agree to these Terms by selecting “I Agree to the Terms of 60dB Signal” in an online form. Upon your agreement thereby, these Terms become legally binding between the entity on behalf of which you are agreeing to these Terms (“You” or “Contracting Entity”) and 60 Decibels, Inc. (“60 Decibels”).. As used in these Terms, each of You and 60 Decibels may be referred to as a “Party,” or, collectively, as the “Parties.”

In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. EFFECTIVE DATE. The Effective Date of this Agreement is the date this Agreement is agreed to by Company.

2. COLLECTED DATA. In connection with previous Services, 60 Decibels collected data from the Designated Individuals (the “Collected Data”). Collected Data is the Confidential Information of the Company, and the Company owns and shall retain all right, title, and interest, including all intellectual property rights, in and to the Collected Data, except to the extent the Collected Data contains: (a) the Personally Identifiable Information (“PII”) of a Designated Individual, which is the confidential information of the Designated Individual to whom the PII pertains, and (b) any 60 Decibels Confidential Information or 60 Decibels Intellectual Property.

3. PERMISSION TO ADD COLLECTED DATA TO SIGNAL.  60 Decibels is building an impact intelligence platform that will be available to asset allocators and eventually project companies. You hereby grant 60 Decibels all necessary rights and a perpetual, fully-paid, royalty-free, non-exclusive, sub-licensable license to include a summary of the your Collected Data on Signal. 60 Decibels will not share your deliverables without your consent.

4. MAINTAINING CONFIDENTIALITY OF THE COLLECTED DATA. 60 Decibels shall comply with all laws relating to privacy, data protection, information security or data breach notification applicable to the performance of the Services and shall implement and maintain an effective information security program to protect the Collected Data, which program shall include administrative, technical, and physical safeguards sufficient to: (1) ensure the security and confidentiality of the Collected Data; (2) protect against any reasonably anticipated threats or hazards to the security or integrity of the Collected Data; and (3) protect against unauthorized access to or use of the Collected Data that could result in harm or inconvenience to the Company or to any of its employees, agents, representatives, clients or customers.

5. UNAUTHORIZED ACCESS TO THE COLLECTED DATA. In the event of a(n) actual or suspected unauthorized access to the Collected Data, 60 Decibels shall: (1) notify the Company in writing as promptly as possible and not later than twenty-four (24) hours after 60 Decibels discovers or first has a reasonable suspicion of the occurrence of a Security Breach, and (2) comply with all applicable laws related to Security Breaches. 60 Decibels’ notice shall: (a) include an estimate of the effects of the Security Breach on the Company; (b) specify the corrective actions 60 Decibels has taken or proposes to take; and (c) contain material details of the Security Breach that are known at the time of notification, subject to a request by law enforcement or other government agency to withhold provision of such notice. “Security Breach” means any event that compromises or places at risk the security, confidentiality, or integrity of the Collected Data in 60 Decibels’ or its subcontractors’ possession or control or such party’s information systems containing Collected Data, including any unlawful, unauthorized access, use, acquisition, transmission, alteration, loss, disclosure, deletion, or destruction of such Collected Data. 60 Decibels acknowledges that if personally identifiable information has been disclosed to or accessed by an unauthorized party as part of a Security Breach, applicable law may require that 60 Decibels notify the individuals whose information was disclosed that a Security Breach has occurred. Unless otherwise prohibited by applicable law, 60 Decibels shall not notify such individuals until it first consults with the Company and the Company has had an opportunity to review and approve any such notice. 60 Decibels shall assume financial and legal responsibility for investigating each Security Breach and taking any actions that are necessary or reasonably requested by the Company to mitigate any resulting damage.

6. CONFIDENTIALITY.  In connection with these Terms or through the Deliverables, You may gain access to information that is treated as confidential by 60 Decibels, including, but not limited to, the Data, these Terms, and information about 60 Decibels’ business operations and strategies, goods and services, customers, pricing, marketing, and other sensitive and proprietary information (“Confidential Information”). You shall protect such Confidential Information in the same manner as You protect your own Confidential Information of like kind, but in no event with less than reasonable care. You shall not disclose or use such Confidential Information, except and unless, with respect to the Data, such disclosure is explicitly allowed under Sections 2 or 3 of these Terms. Furthermore, these provisions shall not apply to: (i) information previously known to You; (ii) information which is or has become available to the public in general through no fault of, or breach of an agreement by, You; (iii) information received from a third party not subject to any confidentiality obligations to 60 Decibels; or (iv) information which is independently developed by You. To the extent You are required to disclose Confidential Information to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, You may do so only once You have first given written notice to 60 Decibels so that it may obtain a protective order or otherwise limit the extent of the disclosure.

7. TERMINATION. This Agreement can be terminated at any point through written communication to 60 Decibels team to be removed from the SIgnal platform. Please allow for a 36 hour turn around for your request to be addressed and completed.

8. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants: (i) it has the full power and authority to enter into these Terms; (ii) its execution and performance of these Terms has been duly authorized by all necessary corporate action on behalf of that Party; (iii) the person agreeing to these Terms, if on behalf of an entity, has the full authority to do so; and (iv) its execution of these Terms does not and shall not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any agreement to which it is or may become party or instrument by which it is or may become bound. 60 Decibels represents and warrants that: (a) it is the sole and exclusive owner of all right, title, and interest in and to the Deliverables, (b) it is the record owner of any and all Copyrights, Trademarks, or other intellectual property rights contained therein, and (c) it has not granted any conflicting licenses to the Deliverables, or any portion of the intellectual property contained therein, to any other third party. To 60 Decibels’ knowledge, your exercise of the rights and License granted under these Terms will not infringe or otherwise conflict with any third party’s rights.

9. BREACH AND TERMINATION. If either Party materially breaches this Agreement, and (a) the breach is curable, and (b) the non-breaching Party wishes to continue the Agreement subject to the breaching Party’s cure of such breach, the non-breaching Party must provide the breaching Party with written notice, including a reasonably detailed explanation of the breach and the allowed cure period, which shall not be less than thirty (30) days. If the breaching Party has not cured the breach within the allowed cure period as provided in the notice, the non-breaching Party may either extend the cure period or terminate this Agreement by providing written notice of the breaching Party’s violation of the terms of this Agreement. Alternatively, either Party may terminate this Agreement at any time by providing thirty (30) days’ written notice to the other Party.

10. STATUTORY AND ACTUAL DAMAGES. In the event of a claim at law against you for an infringing use of the Collected Data or misappropriation of the Aggregated Data, or any portion thereof, 60 Decibels, pursuant to the rights granted to it by law, may collect from you statutory or actual damages and other monetary remedies as provided for in 17 U.S.C. § 504, 18 U.S.C. §§ 1831-1839 or other applicable law and as a court of competent jurisdiction may find are duly owed to 60 Decibels by you.
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11. EQUITABLE RELIEF. The parties acknowledge that a breach of these terms by you may cause irreparable harm to 60 Decibels, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, 60 Decibels will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court. These remedies are not exclusive but are in addition to all other remedies available under these terms at law or in equity, subject to any express exclusions or limitations in these terms to the contrary.

12. INDEMNITY. The Company agrees to release, indemnify, and hold 60 Decibels harmless from and against any and all liability, loss, and expense or claims (including reasonable attorneys’ fees) for injury or damages arising out of or resulting from, or that are alleged to arise out of or result from, the actions or omissions by the Company , or any of its officers, agents, employees, or affiliates in connection with this Agreement.

13. SEVERABILITY. All provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable in whole or in part, this finding will not affect the validity or enforceability of any other provision in this Agreement.

14. LAW AND VENUE. This Agreement is governed by the laws of the State of New York, excluding its conflict-of-laws principles. The exclusive venue for any dispute relating to this Agreement shall be the Borough of Manhattan in the County and State of New York.

This Agreement is the Parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing. The Parties may execute this Agreement in counterparts, which taken together will constitute one instrument. Failure to enforce any of provisions of this Agreement will not constitute a waiver.

If You have any questions regarding your use of the Deliverables or these Terms, You may contact 60 Decibels at: hello@60decibels.com.