LICENSE.md

1.     Definitions.
   

1.1 "Database Rights" means, to the extent any content in the Licensed Material is subject to any sui generis database right under any applicable law, the rights to extract, reuse, reproduce, and Share all or a substantial portion of the content subject to such database right.

1.2 "Derivative" means any work or other creation that is a derivative work or otherwise derived from, based on, or including or using the Licensed Material, or any information or content thereof, in whatever form, format, or medium, now known or becoming known in the future.

1.3 "Licensed Rights" means any copyrights (including exclusive rights of reproduction, performance, display, creation of derivative works, and distribution), and any Database Rights, in the Licensed Material anywhere in the world owned by Licensor that Licensor has the right to license. Licensed Rights do not include (i) any intellectual property or other rights other than copyrights and Database Rights (including, without limitation, any rights in, to, or under any patent, patent application, trademark, service mark, trade dress, name, domain name, trade secret, or other intellectual property right anywhere in the world), (ii) any rights of integrity or attribution or other moral rights anywhere in the world, (iii) any rights to assert or enforce any copyrights or Database Rights against any other person, including, without limitation, in case of any infringement or violation, or to assert or collect any remedy therefor, and (iv) any copyrights or Database Rights in any subject matter other than the Licensed Material.

1.4 "Licensor" means World Business Council for Sustainable Development.

1.5 "Modified Version" means any copy or version of the Licensed Material that includes any alteration of, editing of, deletion from, addition or supplement to, or change or redaction of, or any variation of any content or information of, the Licensed Material, in whatever form, format, or medium, now known or becoming known in the future.

1.6 "Non-Commercially" means without the primary intent for or directed towards commercial advantage or monetary compensation.

1.7 "Reproduction" means an exact reproduction and copy of the Licensed Material as a whole or of any Translation released by Licensor under this License, without any alteration, edits, deletions, additions, supplements, changes, or redactions, and including, for the avoidance of doubt, this License. A Modified Version is not a Reproduction.

1.8 "Separate Derivative" means any Derivative that does not consist of or include a Reproduction, any Modified Version, or any Translation, or a part of a Reproduction, Modified Version, or Translation that is by itself the subject of Licensed Rights. An example of a Separate Derivative is a software program, course, written material, or program that uses or implements the information included in the Licensed Material without including, displaying, or performing the Licensed Material, any Modified Version, or any Translation, or any portion thereof.

1.9 "Share" means to provide, by any means or process, including by distribution of a copy, reproduction, public display, public performance, dissemination, communication, or importation, or to make available for access on a website or otherwise, to any other person as a member of the public

1.10 "Translation" means any translation of the Licensed Material as a whole (and not only a part thereof) that into any language other than English that reasonably accurately reflects the content of the Licensed Material in such other language.

1.11 "Use" means the practice or exercise of any of the Licensed Rights

2.     License.
   

2.1 Subject to the terms and conditions of this License, Licensor hereby grants User during the Term (as defined in Section 6.1), solely under the Licensed Rights, a non-exclusive, worldwide, royalty-free, non-sublicensable, non-transferable, irrevocable license to Use the Licensed Material solely to: a. reproduce, but not Share (other than as permitted under Section 2.1(c)), the Licensed Material or any part thereof; b. create, but not Share (other than as permitted under Section 2.1(d)), any Derivative; c. Share (subject to compliance with Section 3.1) any Reproduction but only Non-Commercially; d. Share (subject to compliance with Section 3.2) any Separate Derivative, and create from such Separate Derivative any further Separate Derivatives and Share such further Separate Derivatives, all whether Non-Commercially or commercially.

2.2 If User Shares a Reproduction under Section 2.1(c) to another person, User automatically grants such other person an offer from Licensor to Use such Reproduction under this License, and such other person shall be deemed to accept and be subject to this License (and be a User under this License) once such other person make any Use of the Licensed Material or any part thereof. Other than this License, User may not impose any limitations, restrictions (technical, legal, or otherwise), payment, terms, conditions, or requirement of any kind on any such other person related to the access to or Use of such Reproduction under this License.

2.3 User shall make any User and exercise any of the Licensed Rights solely in accordance and compliance with all applicable law, and User shall not infringe any intellectual property right of any third party and/or misappropriate any information or intellectual property of any third party.

3.     Attribution.
   

3.1 If User Shares any Reproduction under Section 2.1(c), User must retain, and not change, obstruct, or obscure in such Reproduction, the following information:

(i) identification of Licensor as the owner or rightholder of the Licensed Rights in the Licensed Material, and the name of any creator(s) of the Licensed Material identified herein; (ii) the copyright notice in this Licensed Material; (iii) the full text of this License.

3.2 If User Shares a Separate Derivative under Section 2.1(d), User must include a written notice in such Separate Derivative reasonably visible to any user of such Separate Derivative that:

(i) identifies the Licensed Material and such Separate Derivative as a derivative work or otherwise derived from, based on, or including or using the Licensed Material; (ii) identifies Licensor as the owner or rightholder of the Licensed Rights in the Licensed Material, and the name of any creator(s) of the Licensed Materials identified herein; (iii) reproduces exactly and in full Section 5 (Disclaimer of Warranties and Limitation of Liability).

3.3 Upon Licensor's request, User shall remove or modify any of the information required by Section 3.1 or Section 3.2, as applicable, with regard to any Reproduction or Separate Derivative Shared after such request as reasonably practicable.

3.4 Nothing in this License constitutes or shall be construed to be, or shall imply, that User is, or User's use of the Licensed Material in any way is, connected with, or sponsored, endorsed, or granted official status by, Licensor or any other person associated with Licensor or to whom attribution is to be given under Section 3.1 or Section 3.2.

4.     Ownership.
   

4.1 In connection with this License, and as between Licensor and User, Licensor is and shall remain the sole owner of all rights, title, and interest in and to any and all of the Licensed Rights and the Licensed Material.

4.2 Licensor does not, and shall not be deemed to, assign, transfer, or convey any right, title, or interest in or to any Licensed Right or any other intellectual property or intellectual property right, or grant any license (other than the express license set forth in Section 2.1), lien, option, or claim in or to any Licensed Right or any other intellectual property or intellectual property right.

4.3 Nothing in this License shall prevent User from owning any intellectual property rights in or to any Derivative created by User under and in accordance with the license in Section 2.1, subject to Licensor's continued ownership and rights in and to the Licensed Rights and Licensed Material. A Derivative does not give, and shall not be deemed to give, User any greater rights in or to any Licensed Rights or Licensed Material, or any right to Use, other than as expressly set forth in Section 2.1.

4.4 Licensor is in no way limited or restricted license, exercise, or exploit any of the Licensed Rights under any other terms or agreements, commercially or Non-Commercially, or to assign, transfer, or convey any of the Licensed Rights, all as decided by Licensor in its sole discretion.

5.     Disclaimer of Warranties and Limitation of Liability.
   

5.1 Licensor offers, provides, makes available, and licenses the Licensed Material, and grants the license and Licensed Rights, "as is" and "as available" without any representations or warranties, express or implied. Licensor hereby disclaims all representations and warranties, express, implied, statutory, or otherwise, under any law, including, without limitation, all representations and warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are limited by applicable law, this disclaimer applies to the greatest extent not limited by such applicable law.

5.2 In no event will Licensor be liable to User or any other person, under contract, negligence, willful misconduct, other tort, property, intellectual property, or other cause or legal theory any legal theory or otherwise, for any direct, indirect, special, incidental, consequential, punitive, exemplary, liquidated, or other losses, costs, expenses, attorneys' or legal fees or costs, or damages of any kind anywhere, under any law, arising or related to this License, any Licensed Right, the Licensed Material, any Derivative, and/or any part thereof or any Use, even if Licensor has been advised of the possibility of such losses, costs, expenses, attorneys' or legal fees or costs, or damages of any kind anywhere. Where the exclusion or limitation of liability is limited by applicable law, this exclusion and limitation of liability applies to the greatest extent not limited by such applicable law.

5.3 The disclaimer of representations and warranties and the exclusion and limitation of liability under Sections 5.1 and 5.2 shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

6.     Term and Termination.
   

6.1 This License and the license and rights hereunder are effective from the time when User accepts and agrees to this License until the expiration or termination of the Licensed Rights or the termination of this Licensed under Section 6.2, whichever occurs earlier (the "Term").

6.2 This License, and the license and rights hereunder, terminate automatically upon User's breach or non-compliance with any of the terms, conditions, or provisions of this License, provided that, if User fully cures and corrects such breach or non-compliance within thirty (30) days after User's first discovery of such breach or non-compliance, this License and the license and rights hereunder are reinstated automatically.

6.3 The provisions of Sections 1, 2.1(d) and 3.2 (with regard to any Separate Derivative created by User prior to the expiration or termination of this License), 4, 5, and 7, and this Section 6.3, shall survive any termination or expiration of this License.

7.     Miscellaneous.
   

7.1 User recognizes that any actual or potential violation, breach, or non-performance of, or default under, any provision in this License may cause irreparable injury to Licensor for which Licensor may have no adequate remedy at law. User agrees that Licensor shall be entitled to seek injunctive relief or specific performance, without need or obligation to post any bond, to enforce any obligation, agreement, covenant, term and condition under this License, in addition to any other rights and remedies available to Licensor, all as Licensor elects in its sole discretion.

7.2 This License does not constitute, and shall not be construed as constituting, a partnership or joint venture between User, Licensor, or any other person. No third party shall be any beneficiary, intended or unintended, under this License.

7.3 User may not assign or transfer this License or any right hereunder or part hereof, or delegate any obligation under this License, without the express prior written consent of Licensor; any such unpermitted transfer, assignment, or delegation shall be null and void. Otherwise, this License shall bind any successor and permitted assign of User. Licensor may transfer or assign this Agreement or any right hereunder, or delegate any obligation hereunder, at any time in its sole discretion, including, without limitation, in connection with any assign, transfer, or conveyance of any Licensed Right

7.4 “Section” refers to any of the numbered sections of this License. Any reference to any law shall be construed as a reference to that law as amended or changed at the relevant time. Where a provision of this License states that a party “shall” or “will” perform or act or not act in some manner, such party is legally obligated to do so in accordance with such provision this License. Section headings and titles are intended solely for the convenience of the parties.

7.5 This License constitutes the entire understanding and agreement between User and Licensor related to the subject matter hereof. No right or remedy of User or Licensor under this License may be waived, discharged, or changed other than by a written instrument expressly identifying such right or remedy and signed by User or Licensor, as applicable. No amendment, modification, or change of this License or any term, condition, or provision of this License will be binding upon User and Licensor unless expressly set forth in a writing signed by each of User and Licensor through its authorized representative. A failure of User or Licensor to exercise any right or remedy under this License shall not be deemed to be a waiver of any right or remedy hereunder.

7.6 This License, any performance hereunder, the interpretation, construction, validity, and enforceability of this License and any term, condition, and provision of this License, and any dispute, and the resolution of any dispute, under this License shall be governed by the law of the State of New York, United States of America, without regard to any conflicts of laws provisions thereof that would result in the application of the law of any other jurisdiction.

7.7 If any term, condition, or provision of this License is held to be invalid or unenforceable, the meaning thereof will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation shall save such provision, it will be severed from the remainder of this License, as appropriate, which remainder shall remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by User and Licensor, in which case this License shall be deemed terminated (subject to Section 6.3, as applicable).