Effective Date: September 30, 2020
Thanks for using ESG Reporting Partners’s products and services (“Services”).
1. Acceptance of the Terms of Service
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
Certain country-specific terms in Section 17.2 may apply to you if you are located outside the United States.
2. Changes to the Terms of Service and the Website
ESG Reporting Partners reserves the right to update the Website and these Terms of Service from time to time, , including the addition or removal of terms at any time, at our discretion and without notice. Nevertheless, this document is public on esgreportingpartners.com, and you will be able to track the changes for any new version. Your continued use of the Website following the publishing of updated Terms of Service means that you accept and agree to the changes. We may change or discontinue any aspect, service or feature of the Website at any time, including, but not limited to, content, availability, and equipment needed for access or use.
3. Accessing the Website, Security and Privacy
You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Websites and all charges related to the same.
4. Purchase of the ESGRP Service
If you agree to pay the fee for access to the ESGRP Service, such fee will be charged by the company designated by you in accordance with the payment method you have chosen for your purchase. If you are paying by credit, by designating a card to be billed, you confirm that you are authorized to make such purchase and that you are the holder of such card (i.e. that the card is issued in your name). All prices stated on the ESGRP Websites are inclusive of any applicable sales taxes and fees. ESGRP accepts a variety of different payment methods, so please check the ESGRP Websites for the best payment method.
ESGRP may change the price for the ESGRP Paid Service from time to time. In respect of the ESGRP Paid Service, such changed price will take effect after the expiry of the then current paid-for period (i.e. the term that you have already paid for). Any price change will be communicated to you at least 14 days in advance so that you have an opportunity to elect not to renew. If you do not wish to be bound by such changed price relating to your ESGRP Paid Service you may terminate your subscription of your ESGRP Paid Service in accordance with Section 9 (Term and termination). Your continued use of the ESGRP Paid Service after the communication of such price change to you constitutes an acceptance of such new price.
6. Automatic subscription renewal
Your subscription to the ESGRP Paid Service will automatically renew at the end of each subscription term unless you terminate your subscription prior to the end of such subscription term in accordance with Section 9 (Term and termination). Such renewal will always be for a monthly subscription term, even if the previous subscription term was for a longer period. At the time of renewal the payment method you have designated to be charged for the purchase of the ESGRP Paid Service will automatically be charged our then current fees for the applicable subscription.
7. User Conduct Guidelines.
The following terms apply to your conduct when accessing or using the Websites: (a) you agree not to interfere with or disrupt the Websites or the servers or networks connected to the Websites, or disobey any requirements, procedures, policies or regulations of networks connected to the Websites; (b) you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of the Websites, use of the Websites, or access to the Websites; (c) you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability; (d) you agree not to impersonate any person or entity, including, but not limited to, the ESGRP or any ESGRP employee, or falsely state or otherwise misrepresent your affiliation with any person or entity; and (e) you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the Websites or posting private information about a third party.
8. Disclaimer of Warranties, Limitations of Liability and Indemnification.
Your use of ESGRP is at your sole risk. The service is provided 'as is' and 'as available'. We disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We are not liable for damages, direct or consequential, resulting from your use of the Website, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney's fees) arising from your violation of any third-party's rights. You acknowledge that you have only a limited, non-exclusive, nontransferable license to use the Website. Because the Website is not error or bug free, you agree that you will use it carefully and avoid using it ways which might result in any loss of your or any third party's property or information.
9. Term and Termination
This Agreement will become effective in relation to you when you create a ESGRP account or when you start using the ESGRP Service and will remain effective until terminated by you or ESGRP. You may cancel your subscription of the ESGRP Paid Service at any time by visiting your subscription page which termination shall have effect at the expiry of the then-current subscription period that you have already paid for (e.g. one month, one quarter or a year). ESGRP will not refund any remaining portion of subscription fees you have already paid for. ESGRP reserves the right to terminate this Agreement or suspend your ESGRP account at any time in case of unauthorized, or suspected unauthorized use of the ESGRP Service whether in contravention of this Agreement or otherwise. If ESGRP terminates this Agreement, or suspends your ESGRP account for any of the reasons set out in this section, ESGRP shall have no liability or responsibility to you, and ESGRP will not refund any amounts that you have previously paid.
10. Intellectual Property Rights
ESGRP respects intellectual property rights, and expects you to do the same. The ESGRP Service and the content provided through the ESGRP Service (“Content”) is the property of ESGRP or ESGRP's licensors and protected by intellectual property rights (including but not limited to copyright), and you do not have a right to use the ESGRP Service (including but not limited to its content) in any manner not covered by the Agreement. Furthermore, you must not infringe any third party's intellectual property rights in using the ESGRP Service.
You may display, copy and download Content from the Websites solely for your personal and non-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content.
11. Copyright Infringement and Take Down
If you are a copyright holder who believes that any of the products, services or content which are directly available via the ESGRP Websites are infringing copies of your work, please let us know. Pursuant to The Digital Millennium Copyright Act, 17 United States Code 512(c)(3), a notice of alleged copyright infringement should be sent to ESGRP's designated copyright agent at the following address:
Attn: Legal Department, Copyright Agent
7026 Old Katy Rd, Ste. 2109
Houston, Texas, 77024
A notification of claimed copyright infringement must be addressed to ESGRP's copyright agent listed above and include the following: A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of the copyright that is allegedly infringed; Specific identification of each copyrighted work claimed to have been infringed; A description of where the material believed to be infringed is located on ESGRP Service or the ESGRP Websites (please be as detailed as possible and provide a URL to help us locate the material you are reporting); Contact information for the complaining party, such as a complete name, address, telephone number, and email address; A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
12. Technology limitations and modifications
ESGRP will make reasonable efforts to keep the ESGRP Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. ESGRP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions and features of the ESGRP Service with or without notice.
ESGRP may assign this Agreement or any part of it without restrictions. You may not assign this Agreement or any part of it to any third party.
14. Entire agreement
Should for any reason or to any extent any provision of this Agreement be held invalid or unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Agreement and the application of that provision shall be enforced to the extent permitted by law.
16. Mandatory arbitration; exceptions to mandatory arbitration, waiver of class action rights; limitations period; venue and choice of law
You and ESGRP agree that any dispute, claim or controversy arising out of or relating in any way to the ESGRP Service or your use thereof, including our Agreement, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and ESGRP are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of this Agreement and the termination of your ESGRP subscription. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the 'AAA Rules'), as modified by this Agreement, and as administered by the AAA. ii. You and ESGRP agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of the ESGRP Service are NOT subject to mandatory arbitration. Instead, you and ESGRP agree that the preceding claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by Courts of competent jurisdiction in Houston, Texas, and that applicable Texas and/or Federal law shall govern, without regarding to choice of law principals. iii. YOU AND ESGRP Software Inc. AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, the arbitrator shall not consolidate any other person's claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding. If this specific provision is found to be unenforceable in any way, then the entirety of this arbitration section shall be null and void. The arbitrator may not award declaratory or injunctive relief. iv. Any arbitration must be commenced by filing a demand for arbitration with the AAA within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA's Consumer Rules with the remainder paid by ESGRP. Any arbitration costs or fees deemed 'excessive' will be paid by ESGRP . v. You and ESGRP agree that this Agreement involves interstate commerce and is subject to the Federal Arbitration Act. You and ESGRP further agree that applicable laws of the State of Texas shall exclusively govern any dispute without regard to choice or conflicts of law rules. The sole and exclusive venue for the resolution of any dispute, whether or not subject to mandatory arbitration as described above, shall lie in Houston, Texas.
17. Terms for Certain Customers and Countries
17.1. Language. These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.
17.2. Country-Specific Terms. If you are located in one of the following locations, the terms thereunder apply.
AU1. ACL. Nothing in these Terms will restrict, exclude, or modify, or purport to restrict, exclude, or modify, any statutory consumer rights under the Competition and Consumer Act 2010 (Cth).
BR1. Additional Responsibilities. If you are younger than 16 years old, you must be represented by your parents or guardians in order to agree to these Terms and to use the Services. If you are aged 16 or 17, you must be assisted by your parents or guardians to agree to these Terms and to use the Services.
BR2. Right of Withdrawal. If you are a consumer, you may withdraw your Subscription within 7 days of the date your Subscription first starts by sending us a notice of withdrawal. If you withdraw your Subscription under this Section, the fees you paid for that Subscription will be refunded upon ESGRP’s receipt of your notice of withdrawal.
BR3. Consumer Rights. If you are a consumer: (a) statutory warranties provided in the Law No. 8.078/1990 (“Consumer Protection Code”) apply to you despite anything to the contrary in Section 11.1 (Disclaimers); (b) Section 11.2 (Exclusion of Certain Liability) will not apply to you in relation to the damages caused to you due to defects in the Services, as provided by Article 14 of Law No. 8.078/1990 (“Consumer Protection Code”); and (c) Section 11.3 (Limitation of Liability) will not apply to you.
EU1. Right of Withdrawal.
If you are a consumer who has signed up for a new, paid ESGRP subscription and are located in one of the countries listed below, you have a right to cancel your subscription within 14 calendar days. If you exercise this right, we will refund the subscription fees you have paid and your account will downgrade to the free plan.
How to Exercise this Right
You must exercise this right of cancellation by sending a written notice of cancellation to firstname.lastname@example.org or contacting us in writing at ESGRP 7026 Old Katy Rd, Ste. 210 Houston,Texas 77024 USA, and providing the following details:
- Your account username
- Your country
- That you want to cancel your subscription under this cancellation policy
You do not need to provide a reason why you are cancelling, but we would be interested in hearing why.
If you have sent us this notice within the applicable time frame, your subscription payment will be reimbursed within 14 days of your sending of the notice of cancellation.
If the time periods above have lapsed, you may still cancel auto-renewal on your account by following these instructions.
The 14-day time period starts on the date you receive an email confirming your subscription is active. This cancellation policy applies to the following countries:
Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, The Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, The United Kingdom
FR1. Overdue Payments. Overdue payments may result in a penalty at an interest rate equal to 3 times the legal interest rate or the statutory minimum rate, whichever is higher. Additionally, the statutory penalty for collection costs may be payable by you in the event of late payment.
FR2. Right of Withdrawal. If you are a consumer, starting from the date your Subscription first starts, you have 14 days to exercise your right of withdrawal without cause, provided that you have not benefited from or started to use the Services before the end of that 14 day period.
FR3. Media. The limited license you grant to ESGRP under Section 3.2 (Limited License to Your Content) allows ESGRP to exploit your Content in any form and on any medium, including paper or digital media such as hard disks and flash drives, and by any means or process, including by wired, wireless, or online transmission of digitized or analog data. The duration of such limited license extends only for the legal term of protection of the intellectual property rights attached to your Content.
FR4. Warranties. If you are a consumer, statutory warranties and the warranty of merchantability apply to you despite anything to the contrary in these Terms. Any disclaimer of warranties in these Terms does not derogate from any of your statutory warranty rights listed below:
Article R. 211-4 of the French Consumer Code: “In contracts entered into between professionals, on the one hand, and, on the other hand, non-professionals or consumers, the professionals cannot contractually warrant the item to be delivered or the service to be rendered without clearly stating that, whatever the circumstances, the legal warranty binding the professional seller to cover the purchaser against any consequences of faults or hidden defects in the item being sold or the service being rendered, applies.”
Article L. 211-4 of the French Consumer Code: “The seller is required to deliver a product which is conformed to the contract and is held liable for any lack of conformity which exists upon delivery. He is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if he assumed responsibility therefor or had it carried out under his responsibility.”
Article L. 211-5 of the French Consumer Code: “To be in conformity with the contract, the product must: (1) be suitable for the purpose usually associated with such a product and, if applicable: correspond to the description given by the seller and have the features that the seller presented to the buyer in the form of a sample or model; [and] have the features that a buyer might reasonably expect it to have considering the public statements made by the seller, the producer or his representative, including advertising and labeling; or (2) have the features defined by mutual agreement between the parties or be suitable for any special requirement of the buyer which was made known to the seller and which the latter agreed to.”
Article L. 211-12 of the French Consumer Code: “Action resulting from lack of conformity lapses two years after delivery of the product.”
Article 1641 of the French Civil Code: “A seller is bound to a warranty on account of the latent defects of the product sold which render it unfit for the use for which it was intended, or which so impair that use that the buyer would not have acquired it, or would only have given a lesser price for it, had he known of them.”
Article 1648 §1 of the French Civil Code: “The action resulting from redhibitory vices must be brought by the buyer within a period of two years following the discovery of the vice”.
FR5. Limitation. Section 11.3 (Limitation of Liability) does not apply to you if you are a consumer.
DE1. Right of Withdrawal. If you are a consumer, you may withdraw your contractual declaration within 14 days without giving reasons in text form (e.g. by mail, fax, email). The time period commences upon your receipt of this information notice in textual form, but not before the conclusion of the contract and also not before we have met our information requirements as set forth under Article 246 § 2 in conjunction with § 1 paragraph 1 and 2 of the Introductory Act to the German Civil Code and our information requirements under § 312 g paragraph 1, first sentence German Civil Code in conjunction with Article 246 § 3 of the Introductory Act to the German Civil Code. Punctual dispatch of the declaration of withdrawal suffices to observe the withdrawal period. The declaration of withdrawal has to be directed to our customer support team by email to email@example.com.
DE2. Consequences of Withdrawal. In the case of a valid withdrawal, the mutually received deliverables shall be returned and any benefits obtained, if any (e.g. interest), shall be handed over. To the extent that you are unable to return or, where applicable, to deliver up the received deliverable and benefits obtained (e.g. use and enjoyment) in whole or in part, or only in a deteriorated condition, you may have to compensate us accordingly for loss of value, if any. This may possibly lead to the result that you will nevertheless have to fulfill the contractually owed payment obligations for the time period until withdrawal. Any obligation to reimburse payments must be fulfilled within 30 days. The period for the payment of costs will begin, in your case, with the dispatch of your declaration of withdrawal and in our case, upon receipt of same.
DE3. Special Notifications. Your right of withdrawal expires prematurely if the contractual relationship was fully discharged by both sides at your explicit request before you have exercised your right of withdrawal.
DE4. Termination for Breach. A failure to comply with these Terms must be material, repeated, or persistent before ESGRP may exercise its right of termination under Section 9.2 (By ESGRP).
DE5. Specific Works. ESGRP is not obliged to create any specific works for you.
DE6. Liability Provisions. Sections 11.2 (Exclusion of Certain Liability) and 11.3 (Limitation of Liability) do not apply and are replaced with the following: “ESGRP’s liability to you for damages caused by slight negligence will, irrespective of its legal ground, be limited as follows: (a) ESGRP will be liable up to the amount of foreseeable damages typical for this type of contract for a breach of material contractual obligations; and (b) ESGRP shall not be liable for a breach of any non-material contractual obligations nor for the slightly negligent breach of any other applicable duty of care. The foregoing limitations of liability, as well as any other limitations of liability contained in these Terms, will not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. Additionally, such limitations of liability will not apply if and to the extent that ESGRP has assumed a specific guarantee. The foregoing shall apply accordingly to ESGRP’s liability to you for futile expenses. You are obliged to take adequate measures to avert and reduce damages.”
JP2. Liability. Sections 11.2 (Exclusion of Certain Liability) and 11.3 (Limitation of Liability) shall not apply in relation to the damages caused by the willful misconduct or gross negligence of ESGRP, its affiliates, officers, employees, agents, supplier, or licensors.
KR1. Right of Withdrawal. If you are a consumer, you may withdraw your Subscription within 7 days of the date your Subscription first starts (or the date a copy of these Terms are made available to you, if later), provided that you have not benefited from or started to use the Services before the end of that 7 day period. If you withdraw your Subscription under this paragraph, the fees you paid for that Subscription will be refunded within 3 business days of receiving your notice of withdrawal.
KR2. Assignment. Despite anything to the contrary in these Terms, if you are a consumer, we will provide you with advance notice of assignment and an opportunity to terminate these Terms as required by Korean law.
LU1. Survival. Sections of these Terms which are expressly stated to survive its termination will not survive indefinitely, but survive for a period of 30 years.
7026 Old Katy Rd, Ste. 210
These Terms were last updated on September 30, 2020.