END USER LICENCE AGREEMENT
This End User Licence Agreement (this “Agreement”) contains the terms and conditions that govern the User’s access to and use of ESGTech’s services in connection with services procured from ESGTech by the Client under separate agreements.
Please read this Agreement carefully. By clicking to agree or accept or otherwise indicating your acceptance of this Agreement, you agree to comply with the terms of this Agreement on behalf of the User with which you are employed, affiliated or associated. If you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement and may not use the Services.
This Agreement was last updated on 6th March 2023. You are responsible for reading and complying with any amended version of this Agreement that is made available by ESGTech via the Services, or that is posted at www.esgtech.co/eula.
DEFINITIONS AND INTERPRETATIONS
1.1 In this Agreement:
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity;
“Agreement” means this End User Licence Agreement;
“Applicable Laws” means all laws, statutes, orders, rules, regulations, directives, rules and guidelines which, in each case, have legal effect, whether local, national, international or otherwise existing from time to time, including all Regulatory Authority's regulations, rules, instructions, requirements, standards, guidelines and directions, as applicable to ESGTech and/or the Client’s business that are either binding or expected by a Regulatory Authority to be complied with. For the purposes of this definition, "applicable" means as applicable: (a) to the relevant party and/or any of its Affiliates; or (b) as applicable to the obligations under this Agreement;
“Business Contact Information” means an individual’s name, job title, job function, name of employer, work telephone number, work email address, work office address and other similar business contact information;
“Client” means the company or other legal entity that has procured the services from ESGTech under a separate agreement;
“Client Content” means Content contributed by the Client and made available to the User through the Services, including Content contributed by other end users, but excluding, for the avoidance of doubt, ESGTech Content;
"Content” means any information, data, images, text, audio or video;
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
“Credentials” has the meaning given in section 2.3;
“Derived Data” means statistical, analytical, technical and/or behavioural use data collected or generated by ESGTech from your usage of the Services as contemplated under this Agreement;
“Documentation” means the applicable ESGTech usage documentation relating to the Services, as notified to the Client and updated from time to time;
“ESGTech” means ESG Tech Private Limited, whose registered office is Level 2, 37 Keong Saik Road, Singapore 089144;
“ESGTech Confidential Information” means all information disclosed by ESGTech, whether orally or in writing, that is specified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Services and ESGTech Content and the terms and conditions of this Agreement. Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed by you; (b) was known to you prior to its disclosure by ESGTech without breach of any obligation owed to ESGTech; (c) is received from a third party without breach of any obligation owed to ESGTech; or (d) was independently developed by you;
“ESGTech Content” means Content obtained by ESGTech from publicly available sources or its third party content providers and made available to you through the Services;
“ESGTech Policies” means any applicable ESGTech policies, as notified to the Client and updated from time to time;
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, utility model, copyright, trademark, trade secret, right in confidential information or other intellectual property rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including viruses, worms, time bombs and Trojan horses;
“Personal Data” means: (a) any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located; and (b) “Personal Data” as that term is defined under Applicable Laws;
“Regulatory Authority” means any regulatory, governmental and/or judicial authority (including any public prosecution service) or any self-regulatory organisation established under Applicable Laws or under the supervision of the legislative body of the country, securities exchange, securities association or agency charged with enforcing Applicable Laws;
“Services” means ESGTech’s data exchange platform, technology, applications, systems, services and facilities, including any and all updates to and versions of any of the foregoing, and any other services that ESGTech makes available to the User from time to time. For the avoidance of doubt, “Services” exclude ESGTech Content;
“Term” has the meaning given in section 12.1;
“User” means means a person who is from time to time nominated by the Client and accepted by ESGTech to use the Services and access the ESGTech Content; and
“User Content” means Content that you submit to or otherwise make available to ESGTech in connection with your access and use of the Services.
1.2 The headings in this Agreement are for purposes of reference only and will not in any way limit or affect the meaning or interpretation of any of the terms of this Agreement.
1.3 The words "includes" and "including" are to be construed without limitation, including with respect to any examples or listed matters that may follow.
THE SERVICES
2.1 You may access and use the Services and the ESGTech Content in accordance with this Agreement.
2.2 You will comply with the terms of this Agreement and all Applicable Laws in relation to your use of the Services.
2.3 To access the Services, you must use a log-in, password or other credentials ("Credentials") that have been assigned to you.
2.4 You must keep your Credentials secure and confidential and not provide them to any other person. You will promptly notify the Client and ESGTech if at any time you know or suspect that unauthorised access may have been made in respect of the Services or any Credentials.
PERMITTED USE AND RESTRICTIONS
3.1 You will:
(a) only use the Services in accordance with the terms and conditions of this Agreement and any instructions issued by ESGTech in respect of the Services from time to time;
(b) provide ESGTech with all necessary cooperation and assistance in relation to this Agreement (including all necessary information as may be required by ESGTech in order to provide the Services);
(c) ensure that User Content and your use of the Services will comply with all Applicable Laws and ESGTech Policies;
(d) prevent unauthorised access to or use of the Services and the ESGTech Content, and notify ESGTech promptly of any such unauthorised access or use; and
(e) use the Services and the ESGTech Content only in accordance with this Agreement, the Documentation, the ESGTech Policies and Applicable Laws.
3.2 You will not:
(a) make any Service or ESGTech Content available to anyone other than the Client or anyone else, or use any Service or ESGTech Content for the benefit of anyone else;
(b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or ESGTech Content, or include any Service or ESGTech Content in a service bureau or outsourcing offering;
(c) use the any Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights;
(d) use any Service to store or transmit Malicious Code;
(e) interfere with or disrupt the integrity or performance of any Service or third party data contained therein;
(f) attempt to gain unauthorised access to any Service or ESGTech Content or related systems or networks;
(g) modify, copy, or create derivative works based on the any Service or any part, feature, function or user interface thereof;
(h) copy any ESGTech Content except as permitted under this Agreement or the Documentation; or
(i) except to the extent permitted by Applicable Laws, disassemble, reverse engineer, or decompile any Service or ESGTech Content or access it to: (i) build a competitive product or service; (ii) build a product or service using similar ideas, features, functions or graphics of any Service; (iii) copy any ideas, features, functions or graphics of the Services; or (iv) determine whether the Services are within the scope of any patent.
CONSIDERATION
You expressly acknowledge that the obligations under this Agreement are supported by valid and adequate consideration.
INTELLECTUAL PROPERTY
5.1 Subject to the limited rights expressly granted in this Agreement, ESGTech, its Affiliates, its licensors and ESGTech Content providers reserve all of their right, title and interest in and to the Services and ESGTech Content, including all of their related Intellectual Property Rights. No rights are granted to you or any other person other than as expressly set out in this Agreement.
5.2 The User has the right to access and use the applicable ESGTech Content subject to the terms of this Agreement.
5.3 The User grants to ESGTech and its Affiliates a world-wide, perpetual, irrevocable, royalty-free license to:
(a) host, copy, use, transmit, and display the User Content:
(i) for ESGTech to operate and provide the Services and perform its other obligations under this Agreement;
(ii) for ESGTech to make the User Content available to the Client and other users, as contemplated by the Client’s agreements with ESGTech;
(iii) to comply with Applicable Laws or any directions of a Regulatory Authority; and
(iv) such other purposes as may be agreed between the parties in writing from time to time;
(b) use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback that you provide relating to the operation of ESGTech’s or its Affiliates’ services; and
(c) host, copy, use, transmit, and display the Derived Data for the purposes of monitoring the availability, performance and functionality of the Services, undertaking analytics of the use of the Services, and improving performance and user experience.
USER CONTENT
6.1 You are solely responsible for the legality, reliability, integrity, accuracy and quality of the User Content. Without limiting the generality of the foregoing, you are responsible for ensuring that:
(a) the means by which you acquire User Content;
(b) its and ESGTech’s use of User Content in connection with the Services; and
(c) the making available of User Content to ESGTech in connection with this Agreement,
comply with Applicable Laws (including in relation to the provision of any requisite notifications and obtaining of any relevant consents).
6.2 If you receive a notice that certain User Content must be removed, modified and/or disabled to avoid breaching Applicable Laws or the terms set out in the ESGTech Policies or the Documentation, you will promptly do so. If you do not take the required action in accordance with the foregoing, or if in ESGTech’s judgement, continued breach is likely to occur, ESGTech may disable your access to the Services. If requested by ESGTech, you will confirm such deletion and discontinuance of use in writing.
6.3 Apart from the receipt and handling of Business Contact Information, the User will ensure that User Content does not contain any Personal Data.
CONFIDENTIALITY
7.1 You may use ESGTech Confidential Information only in connection with your use of the Services as permitted under this Agreement. You will not disclose ESGTech Confidential Information during the Term or at any time during the five (5) year period following the end of the Term.
7.2 You will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of ESGTech Confidential Information.
YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that in connection with your use of the Services, you will supply truthful and accurate information to ESGTech and will comply with Applicable Laws.
DISCLAIMER
9.1 ESGTech and its third party providers do not:
(a) warrant that: (i) your access to or use of the Services will be uninterrupted, secure or error-free; (ii) that the Services and/or the functionality provided through the Services will meet your requirements; (iii) the Services will provide complete or accurate data; or
(b) make any warranties as to any results obtained from the use of the Services and for communications made through such use, and/or conclusions drawn from such use
9.2 ESGTech and its third party providers will not be liable to you or any other entity for their inability to use the Services, or for any inaccuracies, errors, omissions, delays, Malicious Code, damages, claims, liabilities or losses, regardless of cause, in or arising from the use of the Services.
9.3 The User acknowledges that:
(a) ESGTech is not responsible for the accuracy, correctness, completeness or timeliness of the Services or any data, information or material that it is submitted to or otherwise made available to ESGTech (including any Client Content or User Content);
(b) ESGTech does not control the content of other websites, services, goods or offerings that may be linked to the Services and therefore is not responsible for the availability, content, or accuracy of linked websites, services, goods or offerings.
(c) ESGTech will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the you acknowledge that the Services may be subject to limitations, delays and other problems relating to the use of such communications facilities;
(d) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Laws, excluded from this Agreement (including any implied warranty or condition of merchantability, fitness for a particular purpose or non-infringement); and
(e) the Services are provided to you on an "as is" basis.
INDEMNITY
10.1 You will defend ESGTech and its Affiliates against any claim, demand, suit or proceeding made or brought against ESGTech by a third party alleging that any User Content infringes or misappropriates such third party’s Intellectual Property Rights, or arising from the your use of the Services or ESGTech Content (each a “Claim Against ESGTech”), and will indemnify ESGTech from any damages, attorney fees and costs finally awarded against ESGTech as a result of a Claim Against ESGTech, provided ESGTech:
(a) promptly gives you written notice of the Claim Against ESGTech;
(b) gives you sole control of the defence and settlement of the Claim Against ESGTech (except that the Client may not settle any Claim Against ESGTech unless it unconditionally releases ESGTech of all liability); and
(c) gives you all reasonable assistance, at your expense.
LIABILITY
11.1 In no event shall ESGTech or its Affiliates be liable to you in connection with your use or misuse of, or reliance on, the Services.
11.2 In no event shall ESGTech or its Affiliates have any liability, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages.
11.3 The exclusions of liability under sections 11.1 and 11.2 will not apply to the extent prohibited by Applicable Laws.
TERM AND TERMINATION
12.1 This Agreement commences on the date that you first access the Services and continues until your access to the Services have expired or have been terminated (the “Term”).
12.2 ESGTech may do any of the following at any time, with or without notice or cause, and without any liability to you: (a) change, suspend, or terminate any features or functionality of the Services; or (b) impose limits on certain features or functionality of the Services.
12.3 Modification, suspension, termination, or limitation of any features or functionality of the Software does not entitle you to any refund, credit, or other compensation from ESGTech under this Agreement or any other agreement or from any third party.
12.4 ESGTech may terminate this Agreement at any time without cause. Upon any such termination or expiration, you shall no longer be permitted to use the Services.
12.5 Termination of this Agreement does not entitle you to any refund, credit, or other compensation from ESGTech under this Agreement or any other agreement or from any third party.
12.6 Sections 1, 4, 5, 5.3(c), 10, 11, 12.6 and 13 will survive termination or expiration of this Agreement.
MISCELLANEOUS
13.1 ESGTech will not be responsible for delay in fulfilling or failing to fulfil any obligation due to any cause beyond its control.
13.2 This Agreement is the entire agreement between you and ESGTech relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning that subject matter; provided that nothing in this Agreement will limit your obligations to ESGTech or any of its Affiliates, or limit the rights of ESGTech or any of its Affiliates, under any other agreement between ESGTech or any of its Affiliates and: (a) you; or (b) any customer of ESGTech or any of its Affiliates with which you are employed, affiliated or associated.
13.3 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Applicable Laws, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
13.4 You may not assign or transfer any of your rights or obligations under this Agreement, whether by operation of law or otherwise. ESGTech may assign, transfer or sublicense any or all of its rights or obligations under this Agreement without restriction.
13.5 ESGTech’s waiver of any breach under this Agreement will not be considered a waiver of any earlier or later breach. No failure or delay by ESGTech in exercising any right under this Agreement will constitute a waiver of that right.
13.6 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any term of this Agreement.
GOVERNING LAW AND JURISDICTION
14.1 This Agreement and the rights and obligations of the parties under this Agreement will be governed by and construed in accordance with the laws of Singapore. You expressly agree that the courts of Singapore will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.