Prime Coalition

Document License Agreement

This Agreement (the “Agreement”) set out the terms on which PRIME Coalition, Inc., a Delaware non-profit corporation (“Prime”, “we”, “us” or “our”) provides access to a document library (the “Documents”) on or through the website https://www.primecoalition.org (the “Site”), to you, a User of the Site. Prime’s mission is to address climate change by marshaling catalytic capital toward neglected, market-based solutions. As part of a program funded by the Catalytic Capital Consortium, Prime makes the Documents available to share Prime’s knowledge about the mechanics of impact-first investing with charitable asset owners and prospective intermediaries. 

This Agreement applies to all individuals who browse or use the Site and who access, use or otherwise interact with the Documents (“you” or “User”).  You should read this Agreement carefully.  By indicating acceptance of this Agreement or by otherwise accessing, using or interacting with the Documents, you are entering into a legally binding agreement with Prime (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Site on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization. If you do not agree to these terms and conditions, you must not access, use or interact with the Documents.

THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND PRIME. PLEASE READ THIS AGREEMENT CAREFULLY.

1          License.  Prime hereby grants User a non-exclusive, non-transferable, non-sublicenseable limited license to access and use the Documents during the Term, solely for the purpose of User’s own internal business assessments and evaluation and subject to any restrictions specified in this Agreement. User owes no fees to Prime for the license set forth in the preceding sentence. The Documents include all documents and information made available by Prime to User pursuant to this Agreement.  User acknowledges that the Documents are intended as educational materials, not a structural blueprint that will necessarily serve its business or organizational needs. User agrees not to mention Prime Coalition, Prime Impact Loan Fund I, LLC, Prime Impact Equity Fund I, LLC or their affiliates, the Prime Impact Funds structure, Azolla Ventures Catalytic Fund I, LP, Azolla Ventures Full-Cycle Fund I, LP, Azolla Ventures GP, LP, Azolla Management GP, LLC, Azolla Management Company, LP, or the Azolla Ventures I funds structure in User’s communications around any fund initiated or raised by it without Prime’s explicit written consent and approval of text. User agrees that the Documents may not be disclosed or made available to any third party, including by providing to any third party a product or service that uses or is based on the Documents in any way, by disclosing the Documents to third parties, or by including the Documents in a database or report that is made available to third parties, without Prime’s explicit written consent and approval of text.  User may not modify the Documents or copy any Documents except to the extent necessary for uses permitted hereunder.  User shall use the Documents in accordance with all applicable laws.

2.         Proprietary Rights.  As between User and Prime, Prime owns and shall retain all right, title and interest, including all patent, copyright, trademark and trade secret and other intellectual property rights, in and to the Documents.  User shall not, directly or indirectly, take any action that would impair any such rights.  No rights are granted to User except as expressly set forth herein.  User shall not make any act or omission, or facilitate any act or omission by any third party, that would impair Prime’s rights in the Documents.  User agrees that Prime would be irrevocably harmed if the Documents were used or disclosed in breach of this Agreement or misappropriated or used by any third party, that damages would be an inadequate remedy for any losses that Prime would suffer, and that accordingly Prime is entitled to an injunction to restrain any such breach, misappropriation or use.  Prime may audit User’s use of the Documents to verify that User has complied with the terms of this Agreement.

3.         Disclaimer of Warranties.  User acknowledges that Prime depends on third party data sources for the Documents, and that the Documents may contain errors.  Accordingly, Prime makes no representation or warranty as to the Documents, including the accuracy, timeliness, or completeness thereof.  Furthermore, the purposes for which User uses the Documents are at User’s own risk.  User shall make its own thorough and complete investigation prior to taking or failing to take any action in reliance on the Documents.  Prime shall have no liability to User or any third party resulting from or in connection with User’s access to, use of, or reliance upon the Documents, and User agrees not to make, and hereby waives and releases, any claim against Prime or any of its partners, managers, members, officers, directors, or employees that relates to or results from User’s access to, use of, or reliance upon the Documents. THE DOCUMENTS ARE PROVIDED ‘AS IS’.  PRIME HEREBY EXCLUDES ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR WARRANTIES ARISING THROUGH COURSE OF PERFORMANCE OR USAGE OF TRADE.  PRIME DISCLAIMS ANY AND ALL LIABILITY PERTAINING TO (I) THE TRANSMISSION OF INFORMATION OVER THE INTERNET, OR (II) ANY IMPAIRMENT OR DISRUPTION OF USER’S CONNECTION TO THE INTERNET OR ACCESS TO THE DOCUMENTS.

4.         Limitations of Liability.  TO THE FULL EXTENT ALLOWED BY LAW, PRIME SHALL IN NO EVENT BE HELD LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES RELATED TO THE DOCUMENTS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS.  IN NO EVENT SHALL PRIME BE LIABLE TO USER OR OTHERS ARISING UNDER OR RELATED TO THIS AGREEMENT.  THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THAT ANY PROVISION OF THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE.  USER ACKNOWLEDGES THAT THE DOCUMENTS ARE MADE AVAILABLE TO USER FOR FREE ON THE EXPECTATION THAT THE RISK OF ANY LOSS OR DAMAGE ARISING FROM RELIANCE UPON THE DOCUMENTS WILL BE BORNE BY USER.

5.         Termination. This Agreement continues in effect until terminated in accordance with this Section 5 (the “Term”). In the event of a material breach of this Agreement, the non-breaching party may terminate this Agreement effective upon written notice of termination.  Prime reserves the right to terminate this Agreement in the event it ceases offering the Documents.  User shall cease all access and use of the Documents upon termination or expiration.  Sections 2-7 shall survive termination or expiration of this Agreement.

6.         Confidentiality. “Confidential Information” means information that is disclosed by Prime to User that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential. User hereby agrees and acknowledges that the Documents are Confidential Information.  Notwithstanding the foregoing, Confidential Information shall not include information that: (i) is or becomes generally known or available not in contravention of this Agreement; (ii) is independently developed without the use of any of the Confidential Information; or (iii) is lawfully obtained from a third party, without confidentiality obligation, who has the right to make such disclosure. User will protect the Confidential Information from unauthorized dissemination and use with no less than a reasonable degree of care in protecting such Confidential Information.  User will use the Confidential Information solely for purposes described in this Agreement.  User will not disclose to third parties the Confidential Information without the prior written consent of Prime. The obligations in this Section 6 shall not apply to the extent that User is required by law or regulation to disclose the Confidential Information, provided that User provides prompt written notice to Prime of such impending release and cooperates fully with Prime to minimize such release. 

7.         General.  This Agreement constitutes the entire agreement between Prime and User as to its subject matter, and all other statements and representations are hereby excluded.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.  User consents to jurisdiction and venue in any federal or state court located within the Commonwealth of Massachusetts and shall not bring any suit, claim or other cause of action except in a court located within the Commonwealth of Massachusetts. Prime shall not be liable for any failure to perform this Agreement to the extent such failure is caused by factors outside its reasonable control.  A party shall not be deemed to have waived any right hereunder unless such waiver is given in writing and signed by the party to be charged.  In the event any provision of this Agreement is held by a court to be unenforceable, the remaining provisions shall survive and be of full force and effect, and the invalid provision shall be replaced by a provision most nearly effecting the purpose of the parties.  There shall be no third party beneficiaries to this Agreement.  This Agreement may not be assigned or otherwise transferred, nor any right hereunder sublicensed, by User, and any such assignment, transfer or sublicense shall be void.  This Agreement may be assigned by Prime to any successor to its business, whether by merger, change of control, or asset sale.