This policy is concerned with the protection of personal information only. Personal information includes any data that can be used to identify you as an individual, including your name, income, personal opinion, interests, home contact information, identification numbers, user IDs, passwords, ethnic origin, and age. Under Canadian law, in a business context, personal information does not include the name, job title, business address, or business telephone number of any employee in an organization.
This policy describes the following practices:
NOTE: ESGTree software and services are not intended for children under the age of 13. We do not knowingly collect or maintain any personal information or non-personally-identifiable information from anyone under the age of 13 nor is any part of our website, software or service directed to children under the age of 13. We will close any accounts used exclusively by such children and will remove and/or delete any personal information we believe was submitted by, or pertains to, any child under the age of 13.
We collect information about you in the following ways:As part of your registration and preference choices for ESGTree’s software and services
ESGTree offers the ability for you to choose options respecting the features of the services that you use. The amount and level of detail of the information you provide is completely up to you, so that you control the type of content that is sent to you by ESGTree, to best suit your needs and to reflect the permissions given to you by your customers. Additionally, we will require billing information, such as name, address, telephone number and credit card or other payment information, to be used for billing purposes, and you will also be provided with a user ID and a password, or the ability to create a user ID and/or password. This information is kept confidential and stored securely by ESGTree.
ESGTree’s software and services contain features that automatically collect information from users, such as usage statistics, and other tracking information. Although this information will not identify you personally, it nevertheless provides certain information about you, and we therefore treat it as personal information. Additionally, use of ESGTree’s website and/or software may result in the collection of technical information such as your computer's IP address, operating system, browser name/version, date/time of application usage, and sometimes a "cookie" (which can be disabled using your browser preferences); such information is used to help us understand the overall usage pattern of our website and software.As part of your use of ESGTree’s software and services
You may have the ability to post information through ESGTree’s services, such as comments, that may be viewed by others within your organization, or by third parties, if you so choose. Please be advised that any personal information that you voluntarily post to any public forum or to any area where users outside of your organization or third parties may legally access it, will NOT be considered confidential in any way, and ESG Tree will not have any obligation to protect it in a secured system or obtain your consent to its disclosure, as you will have made the decision to publicly post it. However, at your request, ESGTree will be happy to change it, remove it, or restrict access to it (subject to technical feasibility) in order to protect the integrity of the personal information.You contact ESGTree directly
When you contact any ESGTree employee by telephone, e-mail, in person, or through our website, you will be asked to provide consent to the collection of personal information if your personal information will help us deliver the information, products, or services you require.You respond to communications from ESGTree
From time to time, ESGTree may invite you to provide us with information for specific purposes. We may ask for this information through feedback features on our website or software; we may send out e-mail inviting feedback or offering products and services; or we may ask you for information concerning support of our products or services. Your response to these communications may require you to submit personal information and opinions.Your information is obtained through a third party
Occasionally, ESGTree will obtain information about you from third parties, such as mailing list providers, third party service providers, ISPs, or third party application or account providers. Third-party providers are responsible for obtaining consent for the release of personal information to us from those individuals identified on mailing lists, surveys, or through other collection methods.
Subject to any exceptions stated above in the collection of information section, should ESGTree collect any of your personal information, we will follow these practices regarding the distribution of that information.Your personal information is always protected
ESGTree uses reasonable precautions to protect personal information and store it securely. Access to your personal information is restricted to those personnel who need it, and ESGTree takes reasonable steps to prevent the unauthorized use or disclosure of personal information.
ESGTree only uses and discloses your personal information if it helps us facilitate your needs, improve our products and services, meet legal and regulatory requirements, or — to the limited extent possible — manage our internal business operations. Additionally, if there are any disclosure or use restrictions in your consent to the collection of your personal information, ESGTree will abide by those restrictions (subject to the consent exceptions listed below). For example, your credit card or payment information will only be used to bill you for the services that your have authorized or used.
ESGTree may combine your information with other information into an aggregate form, so your information no longer personally identifies you. We may then use and/or disclose the aggregate information to third parties, so we and they can obtain an overall picture of ESGTree’s products, services, customer sectors and/or usage patterns, and potentially use such aggregated data for other purposes, such as academic and research purposes.We only share your information with your consent
ESGTree provides your information to third parties only for purposes to which you have consented, and we require such third parties to keep your information confidential.
In a few situations, ESGTree may be required to disclose your information without your prior consent. For example, ESGTree may disclose your information if we are required to do so by law, or if we believe in good faith that such disclosure is necessary to:
ESGTree will always try to provide you with prior notice of such disclosure; however, such notice may not always be possible or reasonable given the circumstances.
ESGTree has established the following practices regarding the maintenance of your personal information.You can request access to your personal information at any time
If, for any reason, you wish to review your personal information that ESGTree has in its possession, you can contact our Privacy Officer, who will be pleased to provide you with all your personal information that ESGTree has on file.You can request changes to your personal information at any time
Sometimes, it will be necessary for you to update your personal information ESGTree has on file. For example, if you move or change payment information, you must update your information in order to keep receiving the services provided by ESGTree.
If you wish to make any changes or corrections to your personal information, please contact our Privacy Officer who will implement the changes. This will help us ensure our records are always up-to-date.You can opt out of communications at any time
Additionally, you always have the choice of whether you wish to receive information – such as e-mail updates – from ESGTree. If you have entered into a user agreement with ESGTree, you will have provided your consent in such agreement to communications from ESGTree (including e-mail communications, both marketing and informational) respecting ESGTree’s products and services.
If you do choose to opt out of communications respecting products and services provided by ESGTree, you may not obtain all the benefits we could otherwise provide, such as updates or warnings. ESGTree will not have any liability to you for your loss of those benefits or any negative effects respecting your use of ESGTree’s products or services.You can request that your personal information be destroyed at any time
A situation may arise where you desire to have all of your personal information that is contained in ESGTree’s records deleted or destroyed. If this is what you wish, please contact our Privacy Officer, who will take care of removing your personal information from all of ESGTree’s records. However, there may be situations where we are obligated to retain one archival copy of your information to allow us to comply with laws or respond to legal processes. We will inform you of all such situations, and will only use your retained personal information to the limited extent necessary to comply with such laws or respond to legal processes.
BY USING THE SOFTWARE AND SERVICES AND/OR BY CLICKING ON THE “ACCEPT”, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, YOU ARE NOT PERMITTED TO USE THE SOFTWARE AND SERVICES.
1.1. “Company” means the investor company that licenses the Software from ESGTree and provides you with access to the Software under its agreement with ESGTree.
1.2. “Company Group” means Company, any parent, subsidiaries or affiliates of Company, and any Portfolio Companies.
1.3. “Company Group Member” means an individual member of Company Group utilizing the Software and Services hereunder.
1.4. “Portfolio Company” means a portfolio company in which Company has invested and/or that is managed by Company.
1.5. “Services” has the meaning set forth in Section 2 below.
1.6. “Software” means the ESGTree cloud-based tool designed for investment fund managers (including Company) to gather Environmental, Social, Governance (ESG) data from Portfolio Companies, as well as any APIs, plug-ins, developments, copies, modifications, updates or upgrades related thereto or thereof, in whole or in part, together with all documentation associated with such software, provided to you or Company Group by ESGTree.
1.8. “User” means any Company Group Member, and any employees or contractors acting within the scope of their employment with a Company Group Member, using the Software in the regular course of their business, in accordance with the Software user documentation, and not for the purposes of development or further distribution of the Software, including without limitation by resale or sub-licensing.
1.9. “you” means the individual agreeing to these terms, both on their own behalf as an individual, and also as a representative of a Company Group Member; and for greater certainty, agreement to these terms by an individual employee or contractor of a Company Group Member shall be deemed to bind such Company Group Member, and all Users of such Company Group Member, to these terms.
2.1. ESGTree will provide Users, through the Software, with the ability to collect, analyze, visualize and report certain data respecting environmental, social and governance indicators (the “Services”). You will be entitled to view such data for all Company Group Members only if you are an authorized representative of Company; otherwise, you will only be entitled to view the data pertaining to your specific Portfolio Company or Company Group Member. The Services are provided subject to these Terms.
2.2. ESGTree will provide you with certain information to allow you to create a profile and use the Services, such as a user ID and a password or the ability to create a user ID and/or password (the “Access Information”); to the extent of any limitations on the number of Access Information instances that you is permitted to utilize pursuant to ESGTree’s agreement with the Company, you must comply with such limitations. The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. ESGTree is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
2.3. ESGTree reserves the right to change, suspend or discontinue content provided through the Services at any time. ESGTree may also, acting reasonably, impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, ESGTree will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that ESGTree shall have no liability whatsoever for its failure to provide such notice to you.
2.4. Use of the Services may contain references to third parties, links to third party websites or documents, and may incorporate information obtained from third parties. All such references, links and information are provided “AS IS”. Third party websites, documents, information, opinions, advice or statements (including those made by users of the Services) are not under the control of ESGTree, and ESGTree is not responsible or in any way liable for their contents. Under no circumstance will ESGTree be liable for any loss or damage caused by your reliance on information obtained through the Services or a third party linked site (including any opinions, statements or advice).
2.5. You are solely responsible for establishing and maintaining its record keeping, management, decision-making and other management functions. ESGTree does not guarantee that errors or irregularities in the Software and Services will not occur or that errors or irregularities will be detected should they occur. You shall be fully and solely responsible for applying independent business judgment with respect to the Services provided by ESGTree, to make implementation decisions, if any, and to determine further courses of action with respect to any matters addressed in any advice, recommendations, services, or reports provided through the Software or otherwise by ESGTree.
2.6. You acknowledge that ESGTree has no special relationship with or fiduciary duty to you, and you acknowledge that ESGTree has no control over, and no duty to take any action regarding any of Company Group’s acts or omissions, including without limitation: (a) how Company Group or any Company Group Member may interpret or use materials obtained through the Services or through use of the Software, or (b) what actions Company Group or any Company Group Member may take as a result of having been exposed to information obtained through the Services or through use of the Software. You therefore agree to indemnify, defend and hold ESGTree harmless from any and all claims that arise as a result of the foregoing.
2.7. Where you require the use of specific third-party products or services in the performance of the Services, or where you wish ESGTree to perform the Services in relation to your customer’s or any third party’s software or data, you will be responsible for obtaining all third party consents and security clearances required to enable ESGTree to access and use any third party facilities, products, services, data or other information necessary for ESGTree to perform its obligations under these Terms, and for arranging for such third party’s compliance with all necessary confidentiality, license and other requirements (as applicable), consistent with the obligations of these Terms, your agreement with such customers or third parties, and applicable law.
2.8. Where necessary, you will provide reasonable workspace for ESGTree at your work sites, as well as occasional administrative support services related to the provision of Services. You shall provide ESGTree with any necessary safety orientation and security access for work on your or any third party premises.
2.9. ESGTree may perform similar services or comparable services and functions for third parties, and may use ideas, expressions, skill and experience acquired by it before and while rendering services to you to perform such other third party engagements, provided that ESGTree abides by the confidentiality provisions herein.
2.10. You acknowledge that ESGTree and others involved in the provision or reception of the Services may correspond or convey documentation via Internet e-mail and that no party has control over the performance, reliability, availability, or security of Internet e-mail. As a result, neither party shall be liable for any loss, damage, expense, harm or inconvenience resulting from the loss, delay, interception, corruption, or alteration of any Internet e-mail due to any reason beyond that party’s reasonable control.
2.11. You acknowledge that all reports, analyses and other output of the Software and Services (“Output”) are for the use and benefit of the Company Group Member to which you belong and the Company only and not for any other party (each a “Third Party”). If you desire to disclose such Output or make reference to ESGTree to any Third Party other than the Company or your legal counsel and external auditors who need access to such information and who have agreed to keep such information confidential, you must first obtain ESGTree’s prior written approval (which may include separate licensing terms and/or fees, and which may be withheld in ESGTree’s sole discretion) and if requested by ESGTree, obtain from such Third Party a non-disclosure agreement and release in a form satisfactory to ESGTree in its reasonable discretion. ESGTree accepts no liability or responsibility to any Third Party who benefits from or uses Services or Software hereunder or gains access to the Output. Because ESGTree accepts no liability to any Third Party with respect to the Services, Software or Output rendered hereunder, you agree to indemnify, defend and hold ESGTree harmless against any and all Third Party losses, claims, damages or liabilities (including the costs, expenses and reasonable attorney’s fees) to which ESGTree may become subject arising in any manner out of or in connection with the Services, Software or Output rendered by ESGTree hereunder, except to the extent that it is finally judicially determined that the losses, claims, damages or liabilities were the direct result of ESGTree’s gross negligence or willful misconduct in the rendering of Services or provision of Software or Output hereunder.
2.12. No training, support and/or maintenance will be provided for the Software except to the extent expressly agreed upon by ESGTree and Company in its agreement respecting the provision of Software and Services.
3.1. You agree that:
(a)You will not permit anyone other than your specific Company Group Member or its Users to obtain access to the Software through your account or otherwise using such Company Group Member’s Access Information, and will only use the Software in accordance with these Terms and applicable law;
(b)You will ensure that any information that is provided to ESGTree in relation to your use of the Services is true, accurate, current and complete;
(c)You will be solely responsible for all activities with respect to the Software and Services undertaken by you, including any actions that you may take as a result of Output obtained through the Services;
(d)You will not use the Services for any commercial purposes (meaning distribution or incorporation of the Software or Services into any product or service that you, your Company Group Member or any third party may develop) or for the benefit or on behalf of any third party as a service bureau obtaining fees through the sublicensing of the Services or Software.
(e)You have the right and the authority to post or upload any content through the Software and Services, or otherwise provide such content and data to ESGTree;
(f) You will ensure that your use of the Services or Software does not interfere with, degrade, or adversely affect any software, system, network or data used by any person including ESGTree and other Users;
(g)You represent and warrant that you have the right and the authority to agree to these Terms and to use the Services, and will use the Services in a lawful manner;
(h)You will not in any way use the Services or Software to facilitate the transmission of harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any unfair competition or restraint of trade, any fraudulent, obscene or pornographic activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party’s privacy or other proprietary rights;
(i) You will not interfere with or in any manner compromise any of ESGTree's security measures;
(j) You will not alter, modify, delete, or otherwise interfere with or in any manner compromise any website or content accessible through the Services or Software, or access or attempt to access, any information or data to which you or your Company Group Member have no rights;
(k)You will cooperate with ESGTree and provide information requested by ESGTree to assist ESGTree and/or relevant authorities in investigating or determining whether there has been a breach of these Terms or applicable law.
Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
3.2. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment (such as computers and mobile devices) used for using the Services (except for ESGTree’s computer systems and networks), including without limitation your internal network infrastructure, if any.
3.3. You acknowledge and agree that ESGTree cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you use in conjunction with the Services.
3.4. You acknowledge and agree that ESGTree will exercise no control over your use of the Services, and that you are solely responsible for complying with these Terms and all applicable laws respecting your use of the Services. You are also responsible for complying with any applicable rules, guidelines and parameters set by any owner of the information and data that you use with the Software, and all applicable laws respecting your use of the Software. ESGTree reserves the right to revoke service for any abusive conduct or fraudulent use of the Software and to cease the Services and/or any your access to the Software, temporarily or permanently, in the event that a your access or use of the Services or Software constitutes, in ESGTree’s reasonable judgment, a threat to ESGTree’s or any third party’s computer systems, networks, files, materials or other data.
3.5. You acknowledge that use of the Software entails the use, analysis, extraction and comparison of data obtained from both you and third parties. None of such sources are under the control of ESG Tree, and ESGTree is therefore not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their content. Without limiting the foregoing, you specifically acknowledge that ESG Tree does not assess data obtained through the Software for accuracy, consistency, quality or otherwise; metrics, analyses and reports generated through the Software are based solely on algorithms that are designed to detect whether certain patterns are present within the data, not as the result of any specific examination of the data by ESGTree or its employees, or any judgment exercised by ESGTree or its employees respecting such specific data. ESGTree does not verify the truthfulness, accuracy or statistical soundness of any data or information that is abstracted by the Software from any Company Group sources; you therefore acknowledge and agree that ESGTree makes no representations or warranties whatsoever, express or implied, respecting information obtained through the Software (including any metrics, analyses or results generated from such data or information), and that ESGTree has no liability respecting analytic results based on incorrect, incomplete, inconsistent or otherwise bad data.
4.1. The Software is being provided to you through the Company, and is subject to the license grant set forth in the Company’s license agreement with ESGTree, which is a personal, non-exclusive, revocable, non-transferable license to use the Software and Services internally, solely as a User for the purposes and in accordance with the terms set forth in these Terms, and the user documentation provided by ESGTree. In the event that such license agreement is terminated, your use of the Software and Services will terminate as well, without further notice.
4.2. Except to the limited extent expressly authorized under these Terms, you shall not in any way:
(a) copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Software or any part thereof;
(b) distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Software or Output, in whole or in part, to any third party on a temporary or permanent basis;
(c) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Software or Output (including without limitation any copyright notice);
(d) copy any written materials accompanying any portion of the Software unless specifically authorized in writing to do so by ESGTree;
(e) attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by ESGTree with respect to the Software and/or data and/or content transmitted or processed by ESGTree;
(f) collect or attempt to collect any information or communication about the other users of the Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing;
(g) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to be used to provide a means of surreptitious or unauthorized access to the Software or any computer system or that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate and perform the functions for which it is intended; or
(h) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (g) above, or attempting to do so. For the purposes of this provision “copy or reproduce” shall not include copying of statements and instructions of the Software during program execution when used in accordance with and for the purposes described in the user documentation, in accordance with industry standard business practices. For greater certainty, nothing herein shall give you the right to use the Services (including support services and materials obtained through the support services), Software or Output, or associated documentation in any way related to developing a product that is competitive with the products or services of ESGTree. You are not entitled to obtain any source code for the Software.
4.3. You specifically acknowledge that the Software is not developed, or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous applications. You agree that ESGTree shall not be liable for any claims or damages arising from such use if you use the Software for such applications. You agree to hold ESGTree harmless from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Software for such applications.
4.4. You will not import, export, or re-export the Software except in compliance with all applicable laws, which shall include refraining from exporting to any person or country that is on any U.S. or Canadian export control list unless you have a valid and applicable permit to do so. You agree to indemnify ESGTree from any loss, claims, liability or damages arising out of your failure to comply with such laws.
5.1. You acknowledge and agree that an integral part of your use of the Software entails the analysis of data that is provided by you and other Users. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING SUCH DATA TO ESGTree IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING OBTAINING ALL RELEVANT PERMISSIONS FOR USE OF SUCH DATA AND INFORMATION FROM THE PERSONS AND/OR ENTITIES TO WHOM SUCH INFORMATION AND DATA PERTAIN, OR WHO OWN SUCH INFORMATION AND DATA. ESG TREE WILL HAVE NO LIABILITY WHATSOEVER RESPECTING ANY CLAIM BY YOU, COMPANY GROUP, ANY THIRD PARTY OBTAINING THE OUTPUT, OR ANY THIRD PARTY WHOSE INFORMATION AND DATA ARE COLLECTED IN COMPANY’S USE OF THE SOFTWARE, WHETHER RELATED TO PRIVACY OR OTHERWISE, IN RELATION TO ESG TREE’S PERFORMANCE OF THE SERVICES OR PROVISION OF SOFTWARE HEREUNDER, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ESGTree HARMLESS AGAINST ANY SUCH CLAIMS. You are responsible for complying with all applicable laws, including privacy laws, with respect to your storage and use of such data, information and Output.
5.2. You agree that ESGTree and its employees may use anonymized and/or aggregate data based on the content of any data submitted in relation to analysis through the Software and Services for academic purposes, and hereby grant ESGTree and its employees a non-exclusive, perpetual, royalty free license to use such resulting anonymized and/or aggregate without identification of, or connection to, you or your Company Group Member, for educational, non-commercial and internal research purposes.
6.1. ESGTree acknowledges that data and information that you input into the Software in order to use the Services may be confidential, and will take reasonable security measures in storing and processing such information to maintain the confidentiality of such information. Subject to the exclusions provided herein, except as required to provide Services to you or Company, ESGTree will not disclose, allow access to, transmit or transfer any such confidential information to a third party without your knowledge and express written consent. These confidentiality obligations shall not apply to information which ESGTree can establish: (a) is, or becomes, available to the public other than through a breach of these Terms, (b) was disclosed, lawfully and without breach of any contractual or other legal obligation, to ESGTree by a third party without any confidentiality obligation attached to such information, (c) was lawfully known to ESGTree without any confidentiality obligation prior to receipt of the information from you, (d) was independently developed or discovered by ESGTree without any reference to any information obtained directly or indirectly from you, or (e) is required to be disclosed pursuant to any law, regulation, legal process, or governmental authority.
6.3. Additionally, by submitting personal information to ESGTree pursuant to your use of the Services, including without limitation your name, address, e-mail address and information relating to your interests and skills, you consent to the collection, processing, transmission and disclosure of such information by ESGTree for the purposes of ESGTree’s provision of the Services and ESGTree’s internal use, and specifically the purposes for which such information has been requested, such as provision of data to Company.
7.1. You acknowledge that, as between you and ESGTree, the Software is owned by ESGTree, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Software and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Software. Nothing herein shall be construed as constituting a sale of the Software or any portion thereof to you.
7.2. You do not acquire any intellectual property or other proprietary rights under these Terms, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Software, the Services, or any part thereof. Your only rights to the Software, the Services and any part thereof shall be those rights expressly licensed or granted to you under these Terms. Any rights not expressly granted under these Terms are reserved.
7.3. Notwithstanding the foregoing, you acknowledge that the Software may include or utilize certain software licensed from third parties, and which is subject to the terms and conditions of such third party licenses. The specific DLLs or other code in the Software, together with their applicable license terms, are available from ESGTree upon request. Ownership of copyright and other intellectual property and proprietary rights in and to such DLLs and code are as set forth in such third party licenses. The text of, and links to, the applicable license terms are provided solely for your convenience, and ESGTree disclaims any responsibility for the currency or accuracy of such text or links. It is solely your responsibility to ensure that you comply with the version of the applicable third party license in effect as of the date of your use of the Software. Such third party license terms apply only to the specific third party DLLs or other code identified as such by ESG Tree; such terms and conditions do not apply to any other portions of the Software provided hereunder, and these Terms shall govern all other portions of the Software provided hereunder to you. ESGTree is not responsible for the contents of any such third party software, including without limitation the accuracy, copyright compliance, legality, or any other aspect of such software, and shall not be obligated to support such third party software. To the best of ESG Tree’s knowledge, after a review of the third party license agreements relating to such third party software in effect as of ESGTree’s development of the Software, such third party code may be used by you as set forth in this Agreement, subject to the applicable third party license terms; however, it is solely your responsibility to verify the legality of your usage.
8.1. THE SERVICES AND ACCESS TO SOFTWARE ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. ESGTree ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOFTWARE. UNDER NO CIRCUMSTANCES WILL ESGTree BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR THE SOFTWARE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES AND SOFTWARE IS SOLELY AT YOUR OWN RISK.
8.2. ESGTree has no special relationship with or fiduciary duty to you, and you acknowledge that ESG Tree has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation, your volunteer experience at any third party organization accessed through the Services, how you or any other user may interpret or use materials accessed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
9.1. The only type of damages that can be recovered against ESGTree arising from or related to these Terms including without limitation in relation to the provision of the Services, shall be your direct damages, if any, to the extent arising from ESGTree’s gross negligence or willful misconduct. In no event shall the aggregate liability of ESGTree exceed the amount paid by the Company for the portion of the Services that gave rise to the claim. ESGTree SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. No claim may be brought against ESGTree, whether in contract, tort or otherwise, more than two years after the cause or action arose, or Services were completed or terminated under the Terms, whichever is sooner. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Software is to discontinue the use of such Software.
9.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ESGTree BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOFTWARE OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF ESGTree HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
9.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR ACTION BY COMPANY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY.
10.1. ESGTree may terminate these Terms in relation to you and/or immediately cease to provide the Services without any liability whatsoever upon termination of the license agreement between ESG Tree and the Company, or if ESGTree is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require ESGTree to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
10.2. Without limiting other remedies, ESGTree may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach these Terms or the documents it incorporates by reference; (b) ESGTree is unable to verify or authenticate any information you provide; or (c) ESGTree believes that your actions may cause financial loss or legal liability for you, other Users or ESGTree.
10.3. ESGTree reserves the right to investigate suspected violations of these Terms. You hereby authorize ESGTree to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce these Terms.
10.4. The above-described actions are not ESGTree’s exclusive remedies and ESGTree may take any other legal, equitable or technical action it deems appropriate in the circumstances. ESG Tree will not have any liability to you or any third party in relation to the termination of these Terms for any reason whatsoever.
11.1. These Terms, and ESGTree’s agreement with the Company, constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in these Terms.
11.2. These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties specifically agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded from application to these Terms.
11.3. No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. Any waiver by a party of a particular breach or omission by the other party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
11.4. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in full force and effect.
11.5. It is the express will of the parties that these Terms and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.
11.6. By executing these Terms, you are providing your express consent, on behalf of you and your Company Group Member and its employees, to communications from ESGTree (including e-mail communications, both marketing and informational) respecting ESGTree products and services, including the Software.