Please read these terms and conditions of use as set out below (the “Terms”) carefully before: accessing and using the ESG Analytics data visualization and analysis software and services (the “Analytics Application”), (ii) any data or service provided by third parties and made available by ESG Analytics (the “Information Product”) or (iii) if applicable, ordering any professional services related to the Analytics Application (the “Professional Services”) identified in a statement of work signed by both parties (collectively with the Analytics Application and Information Product, the “Service” or “Services”). These Terms govern your access to and use of the Service, including the messages, information, data, text, software, images and other content that make up the Service (the “Content,” which content is part of the Service).
These Terms are between you (as defined below) and ESG Analytics Corp (“ESG Analytics,” “we,” or “us”), and exempt ESG Analytics from liability and/or limit our and their liability and contain other important provisions that apply to your use of the Service. Please read these Terms carefully. The Service is intended for business, commercial, or organizational use and is not intended for use by consumers.
Your use of the Service is conditional on your acceptance of these Terms. By accessing and using the Service, including by purchasing a Subscription (as defined below), you agree on your own behalf, or if you represent an organization, on behalf of the organization who you represent (such individual or entity agreeing to these Terms, “you”), to accept and be bound by these Terms. If these Terms are being agreed to on behalf of an organization (for example, by an employee or other representative), the representative entering into these Terms represents and warrants that they have the authority to agree to these Terms on behalf of the organization. You also agree to our privacy statement available at https://www.esanalytics.io/privacy (the “Privacy Statement”).
If you do not agree to be bound by these Terms, you cannot use the Service or register to subscribe to the Service. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically.
We have the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time on notice to you by email. Changes will be effective as of the date the changes to these Terms are posted to our website. It is your responsibility to check these Terms each time you access the Service to determine whether any changes have been made to these Terms, including by checking the date of the “Last Update” at the top of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of the Service immediately. Your continued use of the Service after any such revised Terms are posted will constitute your acceptance to the revised Terms. These Terms apply exclusively to your use of the Service and do not alter the terms or conditions of any other agreement you may have with us.
Except for Professional Services and as expressly set out in an Order Form (as defined in Section 3b), we may, at any time without notice or liability, and for any reason whatsoever, terminate, modify or otherwise change, suspend or discontinue any aspect of the Service, in whole or in part, including: (i) changing the availability and/or the functionality of, restricting access to, or imposing limits on any or all features or services on, or links to, the Service; (ii) removing, adding, modifying or otherwise changing any fees or charges arising out of use of the Service or any features of the Service; (iii) removing, adding, modifying or otherwise changing any Content on the Service; (iv) ceasing access to, or modifying, any elements of the Information Product
You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time to use the Service.
Subject to these Terms and to the limits of your Subscription (including limits on the number of Users), you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited:
(i) right to access and use the Service, including the Content and Information Product therein accessible through the Service; and
(ii) license to make temporary copies of the Analytics Application using your web browser while you use the Analytics Application,
in each case solely as made available to you by ESG Analytics and by using a supported web browser, solely for your internal purposes, and solely during the Subscription Term (as defined below) (the “License”). ESG Analytics reserves all rights other than the License and you have no right or permission to use the Service except as set out in the License and in accordance with these Terms.
You may not, nor may you cause or assist another to:
(a) modify, reverse engineer, decompile, create derivative works from, or disassemble the Service for any reason whatsoever, including for the purpose of creating competitive products or services;
(b) resell the Service (including any Content), or include the Service or any part of the Service (including the Content) in or with any product that you create or distribute;
(c) copy any Content onto your own or any other website or into a database or mobile application;
(d) use the Information Product in any Automated Trading Application (as defined below) (including for the purposes of testing correlations or developing investment/trading strategies to support programmatic/automated trading). An “Automated Trading Application” means any server-based application that uses the Information Product (or Content) to trade or support the trading of the instruments to which the Information Product relates, without the requirement for individual trading decisions to be taken by a natural person;
(e) hyperlink text directly to the Information Product on the Services or to frame the Services such that the Information Product appears on the same screen as your service;
(f) use the Service in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Service or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through the Service (including without limitation uploading, posting or otherwise transmitting on the Service any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of the Service);
(g) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Service or the Content in whole or in part;
(h) use the Service in any manner that may dilute or depreciate our name or reputation, our Marks (as defined below) or our affiliates or associates; or
(i) interfere with any other person’s use and enjoyment of the Service or of the Internet generally.
With respect to the Information Product and Content (to the extent such Information Product is embedded in the Content), you may copy, paste and distribute internally only an insubstantial amount of the data contained in the Information Product and Content provided that: (a) the distribution is incidental to or supports your business purpose; (b) the data is not distributed by you in connection with information vending or commercial publishing (in any manner or format whatsoever), and not reproduced through the press or mass media or on the Internet; and (c) where practical, clearly identifies ESG Analytics and as the source of the data.
To the extent you are in breach of your obligations under these Terms, ESG Analytics may investigate occurrences which may involve violations of such laws and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of the Service (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law.
To use the Service (to be a “User”), you must register for an account and become a subscriber of the Service:
(a) Each User must register an account by providing their real name, password, and valid email address. You must provide complete and accurate information to us and notify us if such information changes. Any personal information which ESG Analytics collects via the Service is subject to our Privacy Statement.
(b) Your subscription to access and use the Service (“Subscription”) is effective on the date you open an account and procure a subscription (including a free trial subscription) through the Services interface, or through an ordering document signed by you and ESG Analytics (each, an “Order Form”) and shall continue for the duration of the Subscription set out in the Order Form unless terminated earlier in accordance with these Terms or the Order Form (“Subscription Term”). If no Subscription Term is specified in an Order Form, the Subscription Term will continue for successive one-month periods until you terminate the Subscription by providing ESG Analytics with at least 30 days’ written notice of termination or ESG Analytics terminates the Subscription immediately on notice to you.
(c) You must not share any User name or password with any other person. You are responsible for all activity occurring under your account or any account of your Users, and shall abide by all applicable local, state, provincial, national and foreign laws, treaties and regulations in connection with use of the Service, including those related to data privacy, international communications and the transmission of technical or personal information. You shall use reasonable efforts to assist ESG Analytics in relation to the investigation and remedy of any claim, action, suit proceeding or litigation with respect to the alleged unauthorized access, use processing or disclosure of personal information. You shall: (A) scan any device used to access the Service for any code or device which is designed or intended to impact the operation of any computer or database or prevent or hinder access to, or the operation of, any program or data, using detection software generally accepted in the industry and remedy any deficiency of which you become aware; (B) secure your computing environments according to generally accepted industry standards to ensure that the Services cannot be accessed by any unauthorized person and remedy any deficiency of which you become aware; (C) notify us immediately of any unauthorized use of any password or User account or any other known or suspected breach of security; (D) not impersonate another person or provide false identity information to gain access to or use the Service. Without limitation, we may immediately remove or suspend any User account that falls, or is suspected of falling, under the scope of the foregoing paragraphs (A), (B), (C) or (D).
(d) If you become aware of any unauthorized access to your account or account of any of your Users, you must change the password to the affected account and notify us immediately. You agree to notify us promptly of any unauthorized use of any password and you will remain liable for any use of the Service to the extent permitted by law.
(e) You must not use the Service in any manner that is unlawful (including by accessing the Service from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, or invasive of the privacy rights or any other rights of third parties (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others
(f) Free trials may be offered with or without a discount, at the discretion of the company. The free trial will renew into the Subscription term selected by the user on the last day of the free trial period, at midnight or later in UTC time. This is based on the day of subscription, not the time of purchase.
(a) Your use of certain Services is subject to your payment of all fees and charges when due, as such fees and charges are set out in the Order Form and as amended from time to time. Please note that fees and charges associated with the Service are set out in US dollars.
(b) ESG Analytics will invoice you on a per transaction basis for all fees due with respect to the Service, as well as any processing fee charged to ESG Analytics by our third party payment processor, if applicable.
(c) You are responsible for and agree to pay promptly, all fees and charges, including applicable taxes and additional fees based on your use of the Service. You agree and accept responsibility for keeping all your account information current, including address, payment information, telephone number, and email address.
(d) ESG Analytics reserves the right to change the prices, fees and charges associated with the Service at any time and from time to time on notice to you without any liability to you or any other person. ESG Analytics reserves the right to limit or suspend the Service provided to any User. ESG Analytics also reserves the right at any time to reject, cancel or terminate any transaction.
(a) The Service is protected by copyright and other intellectual properly laws. Any unauthorized copying, redistribution, reproduction or modification of the Service (including any element of the Content) is strictly prohibited. You agree to comply with all copyright and other intellectual property laws worldwide in your use of the Service and to prevent any unauthorized copying, redistribution, reproduction or modification of the Service or any of the Content.
(b) Certain names, graphics, logos, icons, designs, words, titles and phrases on the Service, including without limitation “ESG Analytics,” constitute trade-marks, trade names, trade dress and associated products and services of ESG Analytics or its affiliates (the “Marks”) or constitute trade-marks, trade names, trade dress and associated products and services of ESG Analytics suppliers or other third parties (the “Third Party Marks”) and are protected in Canada and internationally and their display on or in connection with the Service does not convey or create any licence or other rights in the Marks or the Third Party Marks. Any use of the Marks or the Third Party Marks, in whole or in part, without prior written authorization of ESG Analytics or the relevant third party, as applicable, is strictly prohibited.
(c) Subject to the limited rights expressly granted herein and excluding any Information Product, no other rights are granted to you and ESG Analytics owns, retains and reserves all right and title and interest in the Services including all copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, including in any modifications, improvements, developments, enhancements and derivative works howsoever created, even if unauthorized or on the request of or based on any Submissions (as defined below).
(d) With respect to the Information Product specifically:
(e) Unless otherwise expressly set out in a statement of work (“SOW”), ESG Analytics shall own all right, title and interest and any other intellectual property rights and ownership rights in and to the work product, reports and other materials developed or created by us for you as a result of the Professional Services (the “Deliverables”). As such, your sole right to access and use the Deliverables shall be in accordance with Section 2 of these Terms.
Certain links on the Service may take you to other websites that are not owned or operated by ESG Analytics. ESG Analytics provides these links only as a convenience. ESG Analytics is not responsible for the content of any such linked websites. ESG Analytics makes no representation or warranty regarding, and does not endorse, such linked websites, the information or other content appearing thereon or any of the products or services available on or through such websites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.
Any personal information which ESG Analytics collects via this Service is subject to the Privacy Statement available at https://www.esganalytics.io/privacy.
Any information gathered by us through your use of the Service may be used by us for our own marketing, promotional and product development purposes and more specifically may be stored in a database and used by us to identify, customize and personalize user access, and assess utilization of the Service. Such information may be shared with third parties, including our affiliates, suppliers, licensors, partners and clients in furtherance of the forgoing purposes.
(a) Certain functions of the Service may enable you to create content on, or provide or upload content to the Service including but not limited to messages, text, images, graphics, including any materials provided by or belonging to you as used in the delivery of Professional Services (collectively, “Your Content”). You acknowledge and agree that you are solely responsible for all of Your Content that you create, submit, provide or upload to the Service or otherwise make available to us and the consequences for creating, submitting, providing or uploading it.
(b) You are expressly prohibited form including the Information Product in Your Content. Data from the Service may only be integrated into or used to create Your Content if it is expressly denoted by us on the Analytics Application as a “Derived Score” or “Derived Data” and such data is modified to such a degree that it cannot be: (i) recognized as deriving from the Derived Score or Derived Data, (ii) reverse engineered; or (iii) otherwise traced back to the Derived Score or Derived Data, without an extraordinary amount of time and effort other than by the creator.
(c) As between you and ESG Analytics, we acknowledge that you shall own all intellectual property rights in those portions of Your Content that you have ownership or usage rights independent of the Service or are created by you through the Service in accordance with these Terms, subject at all times to our, and/or any third party provider’s intellectual property rights in the underlying data that you modified to create Your Content.
(d) ESG Analytics will use Your Content in connection with providing the Services to you. You agree that by creating, uploading, or otherwise providing any of Your Content on or through the Service, you grant to ESG Analytics a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Your Content in connection with providing the Services to you. This license includes the right to host, index, cache or otherwise format Your Content in order to provide the Services.
(e) You represent and warrant that you own Your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to ESG Analytics or ESG Analytics’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any third party.
(f) You agree that ESG Analytics is not responsible for any violations of any third party intellectual property rights in any of Your Content. You agree to pay all royalties, fees and any other monies owing to any person by reason of Your Content being displayed, submitted, provided or uploaded to the Service or otherwise made available to us.
(g) ESG Analytics may, but has no obligation to, monitor Your Content and other content on the Service. You consent to such monitoring. We may disclose any information necessary or appropriate to: (a) satisfy our legal obligations; (b) protect the ESG Analytics, the Service, and any users; (c) operate the Service properly; or (d) improve the Service. ESG Analytics, in its sole discretion, may refuse to post, remove, or require you to remove, any of Your Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of these terms.
(a) We agree that this Section 10 does not apply to Your Content. Subject to any applicable law and the requirements of our Privacy Statement:
(i) We do not wish to obtain unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Submissions”) to us.
(ii) Any communications sent by you to us via the Service or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Statement), and we are free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree not to assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favour of ESG Analytics and its affiliates, licensees, successors and assignees. You also acknowledge that you have no right to receive any financial or other consideration in connection with such communication.
(b) We are not obliged to monitor, screen, police or edit your use of the Service, although we may choose to do so in our sole discretion. We will respond as we consider appropriate, in our sole discretion, if we become aware of any inappropriate uses of the Service, including without limitation use that constitute copyright infringement.
You agree that you will not or permit any third party to, directly or indirectly, use the Service in a manner that (including by publishing or making available Your Content):
(a) copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Information Product or the Services (except for the use of Derived Scores or Derived Data as set out in Section 9(b));
(b) infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
(c) is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any third party, or is invasive of another’s privacy;
(d) is hateful or discriminatory based on race, colour, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by us;
(e) impersonates our employees, or any other person, or falsely states or otherwise misrepresents your affiliation with us or any third party;
(f) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Your Content; or
(g) accesses the Service to upload Your Content or computer code for the purposes of: (i) causing a breach or override of security to the Service; or (ii) interfering with the proper working, functionality or performance of the Service.
We make no representation or warranty and there are no conditions of any kind regarding the Service, or the Content, including without limitation any representation, warranty or condition regarding the accuracy, reliability, currency, or completeness of the Content, including that they are appropriate or available for use at any locations outside Canada. Accessing the Service, or the Content from locations where the Service, or the Content is illegal is prohibited. Any diversion of the services and/or any Content obtained from or through the services contrary to Canadian law is also prohibited. If you access the Service from locations other than Canada, then you do so on your own initiative and you are solely responsible for compliance with all applicable laws.
You acknowledge and agree that the Service (including without limitation the Content) is provided on an “AS IS” basis and that any use of or reliance on the Service shall be at your sole risk.
ESG Analytics AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE SERVICE (INCLUDING THE CONTENT). FOR GREATER CERTAINTY, ESG Analytics DOES NOT WARRANT THAT THE SERVICE (INCLUDING THE CONTENT AND THE INFORMATION PRODUCT) WILL (i) MEET YOUR REQUIREMENTS, (ii) BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE OR ANY RELATED EQUIPMENT, (iii) BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT OR COMPLETE (iv) CONTINUE TO OPERATE, (v) OPERATE WITHOUT INTERRUPTIONS, (vi) BE SECURE, OR (vii) BE ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SERVICES AND ESG Analytics DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES, MEMBERS OR OTHER USERS OF THE SERVICE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
YOU AGREE THAT IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ESG ANALYTICS AND ANY OF ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “ESG ANALYTICS REPRESENTATIVES”) TO YOU AS A RESULT OF ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THE SERVICE, THESE TERMS, ANY ORDER FORM AND THE CONTENT FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ESG ANALYTICS HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE ONE MONTH IMMEDIATELY PRIOR TO THE DATE ON WHICH THE FIRST EVENT GIVING RISE TO THE LIABILITY OCCURRED. YOU FURTHER AGREE THAT IN NO EVENT WILL ESG ANALYTICS OR ESG ANALYTICS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THE SERVICE, THE CONTENT, OR ANY CONTENT OF ANY LINKED WEBSITE, OR FAILURE OF SUCH WEBSITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEBSITES, CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEBSITES), EVEN IF WE OR ANY ESG Analytics REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.
YOU ACKNOWLEDGE AND AGREE THAT ESG Analytics IS A PROVIDER OF INFORMATION (INCLUDING OPINIONS) FOR GENERAL INFORMATION PURPOSES ONLY AND DOES NOT PROVIDE FINANCIAL, TAX AND ACCOUNTING, LEGAL OR OTHER PROFESSIONAL ADVICE. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND ESG Analytics IS NOT RESPONSIBLE FOR THESE OPINIONS. LIKEWISE, ESG Analytics IS NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY OF YOUR DECISIONS THAT ARE MADE IN RELIANCE ON THE SERVICES, INCLUDING WITHOUT LIMITATION DECISIONS RELATING TO THE SALE AND PURCHASE OF INSTRUMENTS, OR LEGAL, COMPLIANCE AND/OR RISK MANAGEMENT DECISIONS. YOU AGREE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK IN THESE RESPECTS.
YOU FURTHER ACKNOWLEDGE THAT ESG ANALYTICS IS THE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS.
You will indemnify and hold the ESG Analytics Representatives harmless from and against any claims brought by third parties arising out of your use of this site, your use, non-use or misuse of Your Content and any breach of these Terms by you, including any use of the Service (including the Content) other than as expressly authorized in these Terms. You agree that ESG Analytics and the ESG Analytics Representatives will have no liability in connection with any such breach or unauthorized use or modification, and agree to indemnify each against any and all resulting loss, damages, judgments, awards, costs, expenses, and lawyers’ fees of the ESG Analytics Representatives in connection therewith.
You agree that all matters relating to the access to, or use of, the Service shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles.
Any dispute between us and you or any other person arising from, in connection with or relating to the Service, these Terms, any or any related matters must be resolved before the Courts of the Province of Ontario and the Federal Courts of Canada sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.
If you breach any provision of these Terms, then you may no longer use the Service and we may terminate your Subscription. We, in our sole discretion, shall determine whether these Terms have been violated. You agree that we may, in our sole discretion, terminate or suspend your account or Subscription with or without notice. In any case, we may terminate any Subscription at any time immediately on written notice to you, in which case we will refund you any unused prepaid fees associated with such Subscription. We are under no obligation to store Your Content and may delete Your Content immediately upon expiry or termination of these Terms, or may keep Your Content for a period of time set out in your Order Form. If no such period is set out in an Order Form we may immediately delete Your Content in accordance with these Terms.
Upon termination (including termination by expiry of the Subscription Term) of the Subscription or the termination or suspension of your account, regardless of the reasons therefore, your right to use the Service immediately ceases and you acknowledge and agree that (a) except as otherwise set out in an Order Form, we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service; and (b) all rights granted hereunder shall immediately terminate and you shall cease to use the Service, including the Information Product, any data from the Information Product and data derived from the Information Product, and Content, and you shall delete or destroy all copies thereof in your possession or control. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. Except for an SOW, termination of these Terms or suspension of your rights to access and use the Service (including Deliverables that we own) shall result in the automatic termination or suspension (as applicable) of all other agreements related thereto including, any Order Form and Service Level Objectives.
These Terms (including any fully executed Order Form and the applicable SOW and/or Service Level Objectives attached thereto) constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. In the event of any conflict or inconsistency between the Terms and any Order Form, SOW, or Service Level Objectives such conflict or inconsistency shall be resolved in accordance with the following order of precedence: (i) these Terms, (ii) the applicable Order Form; (iii) the applicable SOW; and (iv) the applicable Service Level Objectives. Notwithstanding the foregoing, if you and ESG Analytics agree to a written agreement (in an Order Form or otherwise in writing) and such agreement expressly overrides these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by ESG Analytics. You and ESG Analytics are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms.
The provisions of these Terms will enure to the benefit of and be binding upon you and ESG Analytics and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent.
All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at email@example.com. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you as part of your membership. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.
The parties have required that this agreement and all documents relating thereto be drawn up in English.
Your Subscription will continue in effect unless and until you Cancel your Paid Subscription, deactivate your account or we terminate it. You must cancel your Paid Subscription before it renews each month or year in order to avoid billing of the next month's or year's fees to your credit card. ESG Analytics will bill the monthly or yearly fees associated with your Paid Subscription plus any applicable tax to the credit card you provide to us during registration (or to a different credit card if you change your account information).
Subscriptions are prepaid and are non-refundable. ESG ANALYTICS DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS. You may cancel your Paid Subscription at anytime, and cancellation will be effective immediately. If you wish to cancel your Paid Subscription you may do so via the platform or emailing firstname.lastname@example.org. Please note that you will not be issued a refund for the most recently (or any previously) charged monthly fees.