PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING, SUBSCRIBING TO AND/OR USING SOFTWARE OR SERVICES FROM ESGAI TECHNOLOGIES INC. (“ESG.AI”, “US”, “WE” or “OUR”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF ANY SOFTWARE OR SERVICES, FEATURES, CONTENT, WEBSITES (OR OTHER LINKED PAGES) OR APPLICATIONS OFFERED, FROM TIME TO TIME, BY ESG.AI (COLLECTIVELY, OUR “SERVICES”). THESE TERMS COVER IMPORTANT INFORMATION ABOUT OUR SERVICES, USER CONTENT GENERATED BY YOU, AND ANY CHARGES WE BILL YOU. THESE TERMS ALSO INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS.

“You” and “your” refer to the person accessing or using our Services, or if you create an account on behalf of an employer, company, organization, or other entity, then (I) all references to “you” herein include you and that entity, (II) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this agreement, and (III) you agree to this Agreement on the entity’s behalf.

BY ACCESSING AND USING OUR SERVICE IN ANY MANNER, you acknowledge that you have read, understood, and agree to be bound by this Agreement and our privacy policy (“Privacy Policy”, accessible at https://esg.ai/privacy-policy which is incorporated into this Agreement by reference. 

IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT AND THE PRIVACY POLICY, THEN YOU MUST NOT USE OUR SERVICES. 

1. FRAMEWORK

Our Services allow you to track, manage, analyze and share corporate information uploaded by you to our Services or otherwise collected by us from other entities or sources. Our Services are provided to you by us, in connection with our business, research and advertising partners, our service providers, our affiliates and/or our and their third party providers. So that we may manage our website and applications for all of our users, your use of our Services is subject to this Agreement and the Privacy Policy. 

ESG.AI may modify this Agreement, the Privacy Policy, the Content (as defined below) and/or our Services at any time and such modification will be effective upon posting such modifications to our Services. By continuing to access or use our Services after such modification, you are agreeing to be bound by the modified Agreement, the modified Privacy Policy, the modified Content and/or our modified Services, as applicable. 

2. REGISTRATION

In order to use our Services, you must: 

1. subscribe to our Services by creating an account (“Account”), and 
2. pay any applicable subscription fees outlined in the appended Order Form (“Subscription Fees”) when due.

You agree to provide true, accurate and complete information and keep information associated with your Account current and updated. You are solely responsible for any and all activities that occur under your Account or password, and for keeping your Account and password confidential and secure. You agree to notify us immediately of any breach of security or unauthorized use of your Account or password. You should not publish, distribute or post the login information for your Account. 

You have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates. ESG.AI will not be liable for any loss or damage arising from your failure to comply with this section 2.

3. ELIGIBILITY FOR OUR SERVICES

You represent and warrant that you are accessing the Services from Canada, United States, Australia, New Zealand, the United Kingdom or jurisdictions within the European Union (“Covered Jurisdictions”). 

If you are outside of the Covered Jurisdictions, you may not, under any circumstances or for any reason, use or attempt to use our Services. You agree to notify us immediately of any change in your eligibility to use our Services. We may, in our sole discretion, refuse to offer our Services to any person or entity for any reasons whatsoever. We may, in our sole discretion, change the eligibility criteria outlined in this section 3 at any time. 

4. OUR SERVICES

Software, text, graphics, images, video, audio, data, analysis and other material (“Content”) are made available to you through our Services. Subject to this Agreement, we grant to you a worldwide, non-exclusive, non-sublicensable and non-transferable limited license to access (specifically, to display locally only) the Content and the software made available through our Services, in each case solely for the purpose of using our Services. You do not have the right to download or copy any portion of the Content or the software made available through our Services for storage on local equipment without prior written permission from ESG.AI.

You shall not merge, decompile, disassemble, or reverse-engineer the Content or our Services without prior written permission from ESG.AI.

The Content may be owned by us or may be provided by us through an arrangement we have with others, including other users of our Services, our business, research and advertising partners, our affiliates, and our or their third party providers. The Content is protected by intellectual property rights, including trademark, patent and copyright protection under Canadian, United States and other laws. ESG.AI, our business, research and advertising partners, our affiliates, and/or our and their third party providers, as applicable, own and retain all rights, title and interest, including but not limited to 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, anywhere in the world, in the Content. For greater clarity, you are not granted any proprietary interest or rights in or to the Content. Unauthorized use of the Content may violate trademark, patent, copyright and other laws. 

The Content constitutes confidential and trade secrets of ESG.AI, our business, research and advertising partners, our affiliates, and/or our and their third party providers, as applicable.

We reserve the right to remove any Content and any User Content (as defined below) from our Services at any time, for any reason, in our sole discretion, and without notice to you.

As provided above, other than your rights in any User Content, you have no proprietary interest or rights in or to the Content. You shall not use the Content except as permitted under this Agreement. Specifically, use, reproduction, modification, distribution or storage of any Content for any purpose other than using our Services is expressly prohibited without prior written permission from ESG.AI. You shall not sell, transfer, assign, license, modify, make derivative versions of, make improvements to, display, perform, reproduce, or distribute any portion of the Content without the prior written permission from ESG.AI. You shall not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make derivative versions of, make improvements to, distribute, or otherwise use the Content in any way that violates any third party right. You shall not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make derivative versions of, make improvements to, distribute, or otherwise use the Content for, or in connection with, any commercial purpose or endeavour without prior written permission from ESG.AI, including without limitation, information vending or commercial publishing (in any manner or format whatsoever) and reproduction through press or mass media or in a manner that is available through the internet. 

The following activities are expressly prohibited: 

1. collecting usernames and/or email addresses of other users by electronic or other means; 
2. any use of our Services, which in our sole judgment, degrades the reliability, speed, or operation of our Services or any underlying hardware or software; 
3. web scraping, web harvesting, or web data extracting from our Services or the Content; and 
4. any other use of our Services which is unlawful or in violation of this Agreement. 

If you violate any part of this Agreement, your permission to access and/or use the Content and our Services automatically terminates. All rights and licenses granted to you under this Agreement immediately terminate. You shall cease to use or have access to the Content and/or our Services. You shall immediately purge, delete and/or destroy any and all copies of the Content in your procession or control.

In certain situations, your permission to access and/or use the Content and our Services may automatically terminate due to termination of one or more arrangements we have with others, including arrangements with our business, research and advertising partners, our affiliates, or our and their third party providers. In certain other situations, your permission to access and/or use the Content and our Services may terminate on request of others, including on request of our business, research and advertising partners, our affiliates, or our and their third party providers. In such situations, all rights and licenses granted to you under this Agreement immediately terminate. You shall cease to use or have access to the Content and/or our Services. You shall immediately purge, delete and/or destroy any and all copies of the Content in your procession or control upon notice from us.

Our Services may include access to, links to, and content and data from third party providers (“External Material”). This External Material is provided solely as a convenience to you, are not an endorsement by us of the content of such External Material. Use and access of this External Material may be subject to separate legal terms and conditions between you and these third party providers. As the content of such External Material is developed and provided by third party providers, we cannot accept any responsibility or liability for such External Material. TO THE EXTENT THAT THE CONTENT OR OUR SERVICES CONTAIN ANY “THIRD PARTY DATA” REFERRED TO IN GENERAL RESTRICTIONS/NOTICES PAGE SET FORTH ON HTTPS://WWW.REFINITIV.COM/EN/POLICIES/THIRD-PARTY-PROVIDER-TERMS, THE TERMS SET FORTH ON SUCH GENERAL RESTRICTIONS/NOTICES PAGE SHALL APPLY TO YOU. You will indemnify and hold ESG.AI, our business, research and advertising partners and our affiliates harmless from and against any and all damages due to any claim by a third party provider relating to or arising out of your use, distribution, display or other disclosure of the Content, including, without limitation, any damages, losses or expenses incurred as a result of your failure to obtain any required approvals, licenses and consents, or other agreements from any third party provider as may be necessary.  

4. CHANGES TO OUR SERVICES

Our Services and the Content may change over time. We may suspend or discontinue any part of our Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of our Services. We will try to give you notice when we make a material change to our Services, but this is not always practical. 

5. USER CONTENT

Our Services include functionality to permit the submission of your content, whether manually at your direction or automatically in accordance with your Account settings (“User Content”) and the hosting, sharing, and/or publishing of such User Content. For greater clarity, User Content includes, without limitation, 

1. any information or documents you submit via our Services, including any information submitted by you to “tag” or label any information or documents you submit via our Services;
2. any information you make publicly available (such as via public sources like publicly accessible corporate websites and governmental records or databases like the United States Securities and Exchange Commission or the United Kingdom’s Companies House); and
3. any information collected by us from you via our Services, including, without limitation, statistics and measurements, trends, analysis, scores and data generated through your use of our Services.

By submitting and making available the User Content to us, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable licence to edit, modify, truncate, aggregate, use, reproduce, distribute, prepare derivative works of, modify, display, perform, publish and otherwise commercially exploit all or any portion of the User Content in connection with our provision of the Services and our (and our successors’) business, including without limitation for promoting and redistributing part or all of our Services (and derivative works thereof) in any format whatsoever and through any media channels, sharing the User Content with our business, research and advertising partners, our data and service providers, our affiliates and our and their third party providers for informational and analytical purposes. For greater clarity – any ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials we develop using User Content you submit or make available may be used by us without any obligation to account to you. However, to the extent that your User Content contains Personal Data (as defined in our Privacy Policy), the above licence in relation to any such Personal Data is subject to our Privacy Policy. 

You understand that we do not guarantee confidentiality with respect to User Content that you submit or make available to us. We may maintain copies of any User Content for purposes of backup, security, or maintenance, or as required by law. However, again, to the extent that your User Content contains Personal Data (as defined in our Privacy Policy), the security and retention of any such Personal Data by us is subject to our Privacy Policy.

If your use of our Services is on behalf of or managed by an organizing body or other entity you are affiliated with (“Managing Entity”), your User Content may also be shared with the Managing Entity. You consent to that sharing and acknowledge and agree that we are not responsible for any use or disclosure of your information or your User Content by that Managing Entity.

You shall be solely responsible for User Content you submit or make available to be collected and the consequences of any posting or publication of such User Content. In connection with any User Content you submit or make available, you affirm, represent, and/or warrant that: 

1. you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in any manner contemplated by our Services and this Agreement; 
2. you have the express specific, informed and unambiguous consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in any manner contemplated by our Services and this Agreement, and to the extent the User Content contains Personal Data (as defined in our Privacy Policy), any inclusion or use of such Personal Data is subject to our Privacy Policy.; 
3. you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to grant ESG.AI the above license in this section 5 and all of the rights otherwise described in this Agreement; and
4. you will not submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.

We do not endorse any User Content or any opinion, recommendation, or advice expressed in any User Content, and we expressly disclaim any and all liability in connection with any User Content. We do not permit copyright infringement and infringement of intellectual property rights in connection with our Services, and we will remove any Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. We may remove any Content and User Content at any time, for any reason, at our sole discretion and without prior notice. 

We also reserve the right to decide whether any User Content is appropriate and complies with this Agreement for violations other than copyright infringement and infringement of intellectual property rights, such as, but not limited to, violations of this section 5. We may remove such User Content and/or terminate your access to our Services for uploading such material in violation of this Agreement at any time, at our sole discretion and without prior notice. We may also terminate your access to our Services if you are determined to be a repeat infringer. A repeat infringer is anyone who has been notified of a violation of this Agreement more than once and/or has had any User Content removed from our Services more than twice. 

You agree to defend, indemnify, and hold ESG.AI our business, research and advertising partners, our affiliates, our and their third party providers, and our and their respective officers, directors, employees, representatives, agents, and licensors, harmless from and against any claims, actions or demands, including without limitation, reasonable legal and accounting fees, arising or resulting from: 

1. your User Content; 
2. your breach of this Agreement; 
3. your uploading of, access to, connection to, or use or misuse of the Content or our Services; and
4. your violation of any applicable law.

We shall provide notice to you of any such claim, action or demand. We reserve the right to assume the exclusive defense and control of any matter which is subject to this section 5. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

6. PAYMENT OF SUBSCRIPTION FEES

As noted in section 2 above, you must pay the Subscription Fees in order to use our Services. Additionally, by choosing to purchase the right to use our Services, you agree to pay us, either directly or through a Payment Processor (as defined below), all Subscription Fees and other charges at the prices then in effect and in accordance with the applicable payment terms and you authorize us or a Payment Processor to charge your chosen payment provider (“Payment Method”). You agree to make payment using your selected Payment Method. We reserve the right to correct any errors or mistakes that we or a Payment Processor make even if we or a Payment Processor have already requested or received payment.

Our Subscription Fees have a non-refundable component depending on your Initial Subscription Term and recurring component as outlined in the appended Order Form. In the case of: 

1. an Initial Subscription Term of one (1) month, the non-refundable component is the fees for the first month; and
2. an Initial Subscription Term of twelve (12) months, the non-refundable component is the fees for the first twelve (12) months.

Your access to our Services will be AUTOMATICALLY EXTENDED FOR SUCCESSIVE AUTO-RENEWAL TERMS as outlined in the appended Order Form after your Initial Subscription Term runs out. The recurring component is fees for the recurring Auto-Renewal Terms after your Initial Subscription Term ends. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR YEARLY) TO YOUR PAYMENT METHOD WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION, TERMINATED THIS SUBSCRIPTION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT, SUCH AS CHARGES SUBMITTED OUTSIDE OF THE TERMINATION NOTIFICATION PERIOD OUTLINED IN THE ORDER FORM.

To change or terminate your subscription, email us at licensing@esg.ai. If you terminate your subscription, you will continue to have access to our Services, the Content and your User Content until the end of your then-current term (whether the Initial Subscription Term or any Auto-Renewal Term), and your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a pro-rated refund of any portion of the fees paid for the then-current term. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING BASIS, YOU MUST CANCEL OR TERMINATE YOUR SUBSCRIPTION BEFORE THE TERMINATION NOTIFICATION PERIOD AHEAD OF THE END OF THE THEN-CURRENT TERM. For example, if your Termination Notification Period is 30 days and the end of your then-current term is February 15, you must cancel or terminate your subscription on or before January 16. Your subscription cannot be terminated before the end of the then-current term for which you have already paid and we will not refund any amounts that you have already paid.

We may collect payments from you directly or we may use a third party payment processor (“Payment Processor”) to bill you through a payment account linked to your Account on for your Subscription Fee. The processing of payments by a Payment Processor will be subject to the terms, conditions and privacy policies of such Payment Processor in addition to this Agreement. We are not responsible for any errors by a Payment Processor. 

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE BILLING INFORMATION IN YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL BILLING INFORMATION TO KEEP YOUR ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OF LOGIN INFORMATION FOR YOUR ACCOUNT OR UNAUTHORIZED USE OF YOUR ACCOUNT. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION AS SET FORTH ABOVE.

Your non-termination or continued use of our Services reaffirms that we are authorized to charge your Payment Method for our Services. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. 

7. TERMINATION

Unless otherwise prohibited by law, and without prejudice to ESG.AI’s other rights or remedies, we shall have the right to: 

1. immediately terminate your access to our Services or the Content if you breach any of the terms of this Agreement or the Privacy Policy; 
2. immediately terminate your access to our Services or the Content where this Agreement or the Privacy Policy or use of our Services or the Content is prohibited by law in your jurisdiction or restrict your access to our Services or the Content to the extent this Agreement or the Privacy Policy or use of our Services or the Content conflicts with any applicable law, rule or regulation in your jurisdiction; and 
3. immediately terminate your access to our Services or the Content at any time, for any reason and in our sole discretion, and provided that you are not in breach of this Agreement or the Privacy Policy, we will provide you with a pro-rated refund of any Subscription Fees paid by you in advance reflecting any portion of the then-current term (whether the Initial Subscription Term or any Auto-Renewal Term) where you did not benefit from our Services as a result of such termination. 

You have the right to terminate your subscription to our Services at any time, for any reason and in your sole discretion. As described above in section 6, if you terminate your subscription, you will continue to have access to our Services, the Content and your User Content until the end of your then-current term (whether the Initial Subscription Term or any Auto-Renewal Term), and your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the fees paid for the then-current term. 

If any Subscription Fees that are due are outstanding for a period of three (3) days or more, your Account will become inactive and you will not be able to access any Content or our Services, submit or make available any additional User Content or perform any further analysis. 

If your use of our Services is on behalf of, or managed by, a Managing Entity, your subscription to our Services automatically terminate when you are no longer associated with the Managing Entity. This may occur if you leave the employ of the Managing Entity or your contract with the Managing Entity expires or terminates. 

Upon cancellation or termination of your subscription to our Services, all rights and licenses granted to you hereunder with respect to our Services and the Content shall terminate automatically and immediately. All rights and licenses granted to you under this Agreement shall terminate immediately. You shall cease to use or have access to the Content, our Services or your User Content. You shall immediately purge, delete and/or destroy any and all copies of the Content in your procession or control.

8. NO ADVICE

We provide our Services for you to track, manage, analyze and share your corporate information, and to view corporate information of others. OUR SERVICES AND ANY OF THE CONTENT DISPLAYED VIA OUR SERVICES, WHETHER PROVIDED BY ESG.AI OR OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS OR OUR AFFILIATES OR OURS AND THEIR THIRD PARTY PROVIDERS OR OTHER USERS OF THE SERVICE, DO NOT PROVIDE FINANCIAL, TAX AND ACCOUNTING, MEDICAL, LEGAL OR OTHER PROFESSIONAL ADVICE AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR ADVICE FROM APPROPRIATE AND LICENSED ADVISORS OR COUNSELS. ALL OF THE CONTENT MADE AVAILABLE THROUGH OUR SERVICES IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. USE OF OUR SERVICES, OR COMMUNICATION WITH US VIA THE INTERNET, ELECTRONIC MAIL OR OTHER MEANS, DOES NOT CREATE ANY SOLICITOR-CLIENT RELATIONSHIP, ACCOUNTANT-CLIENT RELATIONSHIP, DOCTOR-PATIENT RELATIONSHIP, OR ANY OTHER SPECIAL CATEGORY OF RELATIONSHIP. 

9. DISCLAIMER OF WARRANTY

As a consumer, you have certain rights under law in your jurisdiction and nothing in this Agreement can, or is intended to, limit or remove these rights. 

HOWEVER, OUR SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND. WE, OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS, OUR AFFILIATES, OUR AND THEIR THIRD PARTY PROVIDERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND LICENSORS, HEREBY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. 

WE, OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS, OUR AFFILIATES, OUR AND THEIR THIRD PARTY PROVIDERS, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, THE USER CONTENT OR OUR SERVICES, INCLUDING BUT NOT LIMITED TO: WARRANTIES OR REPRESENTATIONS RELATING TO TRUTH, ACCURACY, RELIABILITY, TIMELINESS, AND COMPLETENESS OF ANY USER CONTENT, ANY CONTENT OR ANY OTHER INFORMATION CONVEYED THROUGH OUR SERVICES; WARRANTIES OR REPRESENTATIONS RELATING TO ERRORS, MISTAKES OR OMISSIONS THEREIN; WARRANTIES OR REPRESENTATIONS RELATING TO FITNESS FOR A PARTICULAR PURPOSE; WARRANTIES OR REPRESENTATIONS RELATING TO ANY DELAYS OR INTERRUPTIONS IN DELIVERY THEREOF FROM WHATEVER CAUSE; OR WARRANTIES OR REPRESENTATIONS RELATING TO THE RESULTS TO BE OBTAINED FROM USE OR ACCESS THERETO. 

WE, OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS, OUR AFFILIATES, AND OUR AND THEIR THIRD PARTY PROVIDERS, MAKE NO WARRANTY THAT OUR SERVICES OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR MALWARE OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF OUR SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS. YOU AGREE THAT YOUR USE OUR SERVICES AND THE CONTENT IS AT YOUR OWN AND SOLE RISK. YOU AGREE THAT ANY RELIANCE ON OUR SERVICES OR THE CONTENT IS AT YOUR OWN AND SOLE RISK.

10. LIMITATION OF LIABILITY

NEITHER WE, NOR OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS, NOR OUR AFFILIATES, NOR OUR OR THEIR THIRD PARTY PROVIDERS, NOR OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND LICENSORS, SHALL BE SUBJECT TO ANY LIABILITY RELATED TO: TRUTH, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION CONVEYED THROUGH OUR SERVICES; ERRORS, MISTAKES OR OMISSIONS THEREIN; FITNESS FOR A PARTICULAR PURPOSE; OR FOR ANY DELAYS OR INTERRUPTIONS OF OUR SERVICES FROM WHATEVER CAUSE.

IN NO EVENT SHALL WE, OR OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS, OR OUR AFFILIATES, OR OUR AND THEIR THIRD PARTY PROVIDERS, OR OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND LICENSORS BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, OR INABILITY TO USE, OUR SERVICES OR THE CONTENT OR THE USER CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF ONE HUNDRED (100) CANADIAN DOLLARS, EVEN IF WE, OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS, OUR AFFILIATES, OUR AND THEIR THIRD PARTY PROVIDERS, OR OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. 

FOR GREATER CLARITY, OUR BUSINESS, RESEARCH AND ADVERTISING PARTNERS, THEIR THIRD PARTY PROVIDERS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, AND LICENSORS WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR OUR SERVICES, THE CONTENT OR THE USER CONTENT.

Some states and jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. IN SUCH STATES AND JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW AND ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER LAW. IF ANY PROVISION OF SECTIONS 9 AND 10 IS HELD TO BE INVALID UNDER LAWS OF ANY JURISDICTION (INCLUDING THE STATE OF NEW JERSEY), THE INVALIDITY OF SUCH PROVISION(S) SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF THE APPLICABLE SECTIONS.

11. INTELLECTUAL PROPERTY INFRINGEMENT

As noted above in section 5, we do not endorse any User Content or any opinion, recommendation, or advice expressed in any User Content, and we expressly disclaim any and all liability in connection with any User Content. 

We do not permit copyright infringement and infringement of intellectual property rights in connection with our Services, and we will remove any Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any Content or User Content upon your copyrights, you may submit a notification to us pursuant to the United States Digital Millennium Copyright Act or the European Digital Copyright Directive (and any national law implementing a similar regime in any other jurisdictions) by providing our copyright agent with at least the following information in writing:

1. A physical or electronic signature of a person authorized to act on behalf of an owner of an exclusive right that is allegedly infringed;
2. Identification of the exclusive right claimed to have been infringed, or, if multiple exclusive rights at a single online site are covered by a single notification, a representative list of such rights at that site;
3. Identification of materials (or other infringing activities) that is claimed to be infringing the exclusive right and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the materials (or other infringing activities);
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the exclusive right, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Our designated copyright agent to receive notifications of claimed infringement and other notices relating to User Content and/or violation of this Agreement is: 

LITTLE LAW CORPORATION

3148 Highland Boulevard
North Vancouver, BC V7R 2X6 
Attention: Christopher Little
T: +1 604.770.0071
E: chris@littlelawcorp.com

12. GENERAL

Assignment. This Agreement, and any rights and licences granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction, provided we ensure such assignment does not affect your rights under this Agreement. This Agreement will inure to the benefit of our successors and assigns.

Governing Law; Venue. This Agreement, the Privacy Policy and any disputes arising out of or in connection with them (including non-contractual disputes), are governed by the substantive laws of the Province of British Columbia, Canada, without respect to its conflict of law provisions. You expressly agree to submit to the exclusive personal exclusive personal jurisdiction of the provincial and federal courts sitting in the city of Vancouver in the Province of British Columbia. 

Severability. If any provision of any section of this Agreement or the Privacy Policy is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement or the Privacy Policy, which shall remain in full force and effect.

Non-Waiver. Failure by us to act on or enforce any provision of any section this Agreement or the Privacy Policy shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. 

Entire Agreement. Except as expressly agreed by us and you, this Agreement, the Privacy Policy and any other terms presented to you on or before you create your Account and pay Subscription Fees constitute the entire agreement between you and us with respect to the subject matter, and supersede all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.

Headings. The section headings are provided merely for convenience and shall not be given any legal import.

Survival. All sections of this Agreement that, by their nature, should survive termination will survive termination, including, without limitation, the sections entitled User Content, Disclaimer of Warranty and Limitation of Liability, and General.

13. CONTACT

If you have any questions regarding our Services, the Content, your User Content, this Agreement, or the Privacy Policy, please contact us via e-mail at licensing@esg.ai or call +1 (672) 999-9234. Our mailing address is: 

ESG.AI Technologies
1021 West Hastings Street
9th Floor
Vancouver, BC
V6E 0C3 Canada