ESG Integrated Disclosure Project Terms of Use
Last Update: November 7, 2022
These Terms of Use, including any terms and conditions incorporated by reference (collectively, these “Terms”) constitute a binding agreement among Alternative Credit Council Limited (“ACC”), Loan Syndications and Trading Association, Inc. (the “LSTA”), and the PRI Association (“PRI”) (collectively, “ESG IDP”) and you.
PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY INCLUDE IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. UNLESS YOU OPT OUT, THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES.
1. Terms & Conditions
Please carefully read these Terms in its entirety. By using the ESG IDP website located at www.esgidp.org (the “ESG IDP Website”) you signify your agreement to these Terms. If you do not agree to these Terms do not use the ESG IDP Website. The ESG IDP Website is administered by the LSTA.
2. Monitoring Use
The ESG IDP may monitor your use of the ESG IDP Website, and subject to the terms of the ESG IDP Privacy Policy, may use and disclose any information and materials received from you or collected through your use of the ESG IDP Website for any lawful reason or purpose. You can access the ESG IDP Privacy Policy here.
3. Modifications
ESG IDP reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time. You are bound by the Terms in effect at the time you access the ESG IDP Website. The last update date is listed at the top of these Terms.
4. Proprietary Rights
All intellectual property rights, including all copyrights in the ESG IDP Website and all individual materials contained therein, including but not limited to the text, graphic images, pictorial images, music, video segments, and the ESG disclosure template and other educational documents (such templates and documents, the “ESG IDP Documents,” and the foregoing, collectively, the “Content”) is either: (a) jointly owned by ACC, LSTA and PRI or (b) owned by the party credited on the ESG IDP Website as the provider of the Content. You must abide by any and all copyright notices, trademark notices, or information, or restrictions contained on the ESG IDP Website or associated with any Content, and you may not remove or obscure the copyright or trademark notices or other notices contained in any Content.
6. Availability/Modification of the ESG IDP Website
While ESG IDP makes reasonable efforts to ensure the availability of the ESG IDP Website, ESG IDP does not guarantee uninterrupted service or access, and assumes no liability for any such interruptions. You bear sole responsibility for your own connection to the Internet and for all telecommunication services necessary to connect to the ESG IDP Website. ESG IDP may change, suspend or discontinue any aspect of the ESG IDP Website at any time, including the availability of any ESG IDP Website feature, database, or Content. ESG IDP may also impose limits on certain features and services or restrict your access to parts or all of the ESG IDP Website without notice or liability.
7. User Indemnification
You hereby agree to indemnify, defend and hold ACC, LSTA, and PRI, and their respective officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) harmless from and against any and all damages, liabilities and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. ACC, LSTA, and PRI each reserve the right, at their own expense, to assume individually or collectively the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of each of ACC, LSTA, and PRI.
8. Links to Third Party Sites
The ESG IDP Website contains links (“Links”) to other Internet sites and resources, and sponsors of the ESG IDP Website (“Linked Sites”). Links to and from the ESG IDP Website to Linked Sites maintained by third parties do not constitute an endorsement by ESG IDP of any third-party resources, or their contents. ESG IDP is not responsible for the contents of Linked Sites. Links are presented for your convenience only. You access Links at your own risk.
9. No Advice
Content on the ESG IDP Website, including the ESG IDP Documents, is for informational purposes only, and is not intended to, nor does it, offer or contain legal advice. None of ACC, LSTA, or PRI represent or endorse the accuracy or reliability of any advice, opinion, statement, form, document, ESG IDP Document, memorandum, or other information displayed or distributed through the ESG IDP Website. You acknowledge that any reliance upon any such advice, opinion, statement, form, document, memorandum, or other information shall be at your sole risk. Each of ACC, LSTA, and PRI reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the ESG IDP Website.
10. Disclaimer of Warranties
THE ESG IDP WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, FORMS, ESG IDP DOCUMENTS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE ESG IDP WEBSITE, IS PROVIDED “AS IS” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ACC, LSTA AND PRI MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE ESG IDP WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE ESG IDP WEBSITE, FOR ANY PRODUCTS OR SERVICES OR LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE ESG IDP WEBSITE OR ANY LINKED SITE. FURTHER, ACC, LSTA and PRI DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF ACC, LSTA, OR PRI WARRANT THAT THE FUNCTIONS CONTAINED IN THE ESG IDP WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ESG IDP WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NONE OF ACC, LSTA OR PRI SHALL BE LIABLE FOR THE USE OF THE ESG IDP WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
11. Limitation of Liability
IN NO EVENT SHALL ACC, LSTA OR PRI BE LIABLE UNDER ANY LEGAL, OR EQUITABLE THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, MISREPRESENTATION, TORT, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) EVEN IF SUCH PARTY HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the effect of the preceding paragraph, ACC, LSTA and PRI’s collective total maximum liability, if any, for any and all damages and losses (including but not limited to liability arising out of contract, negligence, misrepresentation, tort, strict liability in tort, or warranty of any kind, or the use of any ESG IDP Document) shall not exceed $100.00.
12. Confidentiality
You acknowledge that transmission to and from the ESG IDP Website is not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to the ESG IDP, no confidential, fiduciary, contractually implied or other relationship is created between you and ACC, LSTA or PRI other than pursuant to these Terms.
13. Governing Law
This agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions.
14. Arbitration
Any dispute or claim relating in any way to these Terms (including the ESG IDP Website, the ESG IDP documents, or the Content) will be resolved by binding arbitration, rather than in court, which shall take place in the State of New York, County of New York. This arbitration agreement is governed by the Federal Arbitration Act (FAA), including its procedural provisions, in all respects. This means that the FAA governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver discussed below. State arbitration laws do not govern in any respect. This arbitration agreement is intended to be broadly interpreted and will survive termination of these Terms. The arbitration will be conducted by JAMS under its Streamlined Arbitration Rules and Procedures. You, ACC, LSTA and PRI each agree that the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding, and that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You agree to waive any right to a jury trial or to participate in a class action. If this specific provision is found to be unenforceable, then the entirety of this arbitration section will be null and void and neither you nor any of ACC, LSTA or PRI will be entitled to arbitrate a dispute.
15. Waiver
No failure or delay on the part of either party in exercising any right or remedy provided in these Terms shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under these Terms.
16. Assignment
You may not assign these Terms, or any of your rights and obligations hereunder, without the prior written consent of ACC, LSTA and PRI.
17. Headings
Paragraph headings herein are for convenience only and do not control or affect the meaning or interpretation of any terms or provisions of these Terms.
18. Entire Agreement
These Terms and the ESG IDP Privacy Policy constitutes the entire agreement between ACC, LSTA, PRI and you with respect to your use of the ESG IDP Website. Any cause of action you may have with respect to your use of the ESG IDP Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the 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. The ESG IDP disclaims any and all responsibility for content contained in any third party materials provided through links from the ESG IDP Website.