Terms of Use

Effective Date: January 1, 2023

THIS TERMS OF USE AGREEMENT (“Agreement”) governs your (“Licensee”) use of the website located at https://esg-dynamics.com and other websites owned, hosted, operated or managed by ESG Dynamics, LLC and/or its various affiliates (collectively referred to as “Licensor” or “we”) (the “Sites”) and our content and services accessible via the Sites. To make this Agreement easier to read, the Sites and our content and services are collectively called the “Licensor Content”. By accessing or using the Licensor Content, the Licensee expressly agrees and consents to this Agreement. If the Licensee does not agree to be bound by this Agreement, do not use the Licensor Content. If the Licensee is entering into this Agreement on behalf of a company or other legal entity, the Licensee represent and warrant that the Licensee has the authority to bind that entity to this Agreement. In that case, “Licensee” will refer to that entity.

While certain Licensor Content is provided free of charge, some Licensor Content requires payment. Terms of such Licensor Content that has fees are set forth in separate agreements or contracts between the Licensee and Licensor. This Agreement will not in any way change or limit the Licensee’s rights and obligations under agreements or contracts for paid Licensor Content.

Please review the Licensor’s Privacy Policy which also governs the Licensee’s use of the Licensor Content, for information on how the Licensor collects, uses and shares the Licensee’s information.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. Licensed Materials. This Agreement governs the use and restrictions on use by Licensee of the following, all of which are collectively referred to as the “Licensed Materials”: Licensor’s application programming interface and any accompanying or related documentation, executable applications and other materials, including, without limitation, the Licensor Content, which includes all data and content made available through the Sites.
  2. License. Subject to the terms and conditions of this Agreement, including the restrictions and covenants set forth in Section 3, Licensor grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Licensed Materials solely in connection with Licensee’s internal business (the “Licensee Applications”). The Licensed Materials are provided for Licensee’s internal use only.
  3. Restrictions and Covenants. The licenses granted in Section 2 are explicitly conditioned on Licensee’s not using or accessing (nor facilitating or enabling others to use or access) the Licensed Materials in any way not expressly permitted under this Agreement. More specifically, and without limitation, Licensee agrees:
    1. not to download, distribute, publish, or allow access or linking to the Licensed Materials, including the Licensor Content, from any location or source other than the Licensee Applications;
    2. not to reproduce, sell, rent, trade, lease, copy, store, display publicly, perform publicly, create derivative works or otherwise commercialize the Licensor Content, except as expressly allowed by this Agreement;
    3. not to use the Licensed Materials in any manner that undermines or could potentially undermine the security of the Licensed Materials, including, without limitation, by: (i) interfering with, modifying, delaying, disabling or negatively affecting any features, functionality or security controls; (ii) defeating, avoiding, bypassing, removing, deactivating or otherwise circumventing any protection mechanisms; or (iii) reverse engineering, decompiling, disassembling or deriving source code, underlying ideas, algorithms, structure or organizational form from the Licensed Material;
    4. not to use robots, spiders, scraping or other technology to access or use the Licensed Materials to obtain any information beyond what Licensor provides to Licensee under this Agreement;
    5. not to use the Licensor Content in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage;
    6. to ensure that the Licensee Applications do not contain information or materials which: (i) contain, at any time and by any method, malware, bugs, viruses or other harmful computer code; (ii) infringe on any third party’s copyright, patent, trademark, trade secret or other intellectual property rights or rights of publicity or privacy; (iii) are defamatory, libelous, threatening or harassing; (iv) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (v) are false, inaccurate or misleading; or (vi) create liability for Licensor or cause Licensor to lose (in whole or in part) the services of its internet service providers or other suppliers;
    7. to report to Licensor any security flaws discovered in any of the Licensed Materials and any unauthorized access to the Licensor Content actually known or suspected by Licensee; and
    8. not to (and not to attempt to): (i) interfere with, modify, delay, disable or negatively affect any features or functionality of the Licensed Materials, including, without limitation, any mechanisms used to restrict or control the Licensor Content, such as anti-circumvention measures; (ii) translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Licensed Materials; (iii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Licensed Materials; or (iv) remove or modify any proprietary notices, attribution or marks included on or delivered as part of the Licensed Materials.
  4. Ownership.
    1. Licensor. Licensee acknowledges and agrees that Licensor retains all worldwide right, title and interest in and to the Licensed Materials and any derivative works or enhancements thereof, including all worldwide intellectual property rights therein. Licensee agrees not to act in any manner inconsistent with such ownership. Any of Licensee’s rights not expressly granted under this Agreement are withheld. Licensee agrees that it will not challenge Licensor’s ownership of the Licensed Materials, challenge the validity of the licenses granted under this Agreement, or otherwise copy, modify or exploit the Licensed Materials during or after the termination of this Agreement, except as expressly authorized under this Agreement. If Licensee acquires any rights in the Licensed Materials, by operation of law or otherwise, Licensee will, at no expense to Licensor, immediately effectuate an assignment of such rights to Licensor.
    2. Licensee. As between Licensor and Licensee, Licensee retains all worldwide right, title and interest in and to the Licensee Applications, excluding the Licensed Materials and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein.
    3. Feedback. Licensee may provide Licensor with feedback or comments related to the Licensed Materials and/or Licensee’s experience with and use thereof (“Feedback”). Licensee agrees that Licensor and its designees and assigns shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate and otherwise use Feedback, including all derivative works thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to Licensee.
  5. Confidentiality. Licensee acknowledges that the Licensed Materials, and all information relating to the business and operations of the Licensor that Licensee learns or has learned during or prior to the term of this Agreement, including without limitation all pricing information for the Licensed Materials (the “confidential information”), may be the valuable, confidential, and proprietary information of the Licensor. During the period this Agreement is in effect, and at all times afterwards, Licensee, and its employees, contractors, consultants, and agents, will (a) safeguard the confidential information with the same degree of care that it uses to protect its own confidential information and in no case less than a reasonable degree of care; (b) maintain the confidentiality of this information; (c) not use the information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available the information to any third party without the prior written consent of Licensee.  This Section does not apply to any information that (a) is already lawfully in the receiving party’s possession (unless received pursuant to a nondisclosure agreement); (b) is or becomes generally available to the public through no fault of the receiving party; (c) is disclosed to the receiving party by a third party who may transfer or disclose such information without restriction; (d) is required to be disclosed by the receiving party as a matter of law (provided that the receiving party will use all reasonable efforts to provide the disclosing party with prior notice of such disclosure and to obtain a protective order therefore); (e) is disclosed by the receiving party with the disclosing party’s approval; and (f) is independently developed by the receiving party without any use of confidential information.  In all cases, the receiving party will use all reasonable efforts to give disclosing party 10 days’ prior written notice of any disclosure of information under this Agreement.  Licensee agrees that a breach of this Section by Licensee will irreparably harm Licensor.  Accordingly, in the event of a breach by Licensee, Licensor is entitled to promptly seek injunctive relief without the need to post a bond in connection therewith, in addition to any other remedies that Licensor may have at law or in equity. 
  6. Term and Termination.
    1. This Agreement continues until terminated (the “Term”).
    2. Licensor, at its sole discretion, may terminate Licensee’s to or use of the Services, at any time and for any reason.
    3. Any termination of this Agreement for any reason shall also terminate the licenses granted hereunder.
    4. All Sections and provisions contained herein (except for the grant of license and the right to use the Licensed Materials) shall survive termination of this Agreement.
  7. Representations and Warranties of Licensee. Licensee represents and warrants that: (a) Licensee has the necessary power and authority to enter into this Agreement, and that the performance of its obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; and (b) Licensee’s uses of the Licensed Materials do and shall comply with all applicable foreign, federal, state and local laws, rules and regulations.
  8. Indemnification. Licensee shall indemnify Licensor with respect to all losses or damages incurred by Licensor, including reasonable attorney’s fees, as a result of any third-party claim arising out of: (i) Licensee’s use of the Licensed Materials; or (ii) Licensee’s breach of this Agreement; or (iii) the Licensee Application, in each case, Licensor shall be given prompt written notice thereof and shall have sole control of the defense and settlement of such claim at Licensee’s sole expense.
  9. Disclaimer. The Licensed Materials are provided “as is” without warranty of any kind. LicensOR disclaims all warranties, whether express, implied or statutory, regarding the Licensed Materials and the LicensOR services, including without limitation any and all implied warranties of merchantability, accuracy, results of use, reliability, fitness for a particular purpose, title, interference with quiet enjoyment, non-infringement of third-party rights and any warranties or conditions arising out of course of dealing or usage of trade. Further, LicenSOR disclaims any warranty that LicensEE’s use of the Licensed Materials will meet any or all of LicensEE’s requirements or that such use will be uninterrupted, error-free, virus-free or secure. Some states do not allow the exclusion or limitation of implied warranties, so the above limitations and exclusions may not apply, in whole or in part, solely in those states.
  10. Limitation of Remedies. IN NO EVENT SHALL LICENSOR, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, HAVE ANY LIABILITY FOR LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER OR NOT CAUSED BY THE NEGLIGENCE OF LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S MAXIMUM LIABILITY TO LICENSEE FOR ANY DAMAGES WITH RESPECT TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE TOTAL FEES PAID BY LICENSEE TO LICENSOR UNDER INVOICES FOR THE SERVICES. The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply, in whole or in part, solely in those states.
  11. Other Matters.
    1. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, excluding any choice of law rules that would require the application of the laws of any other jurisdiction. Any dispute that arises under or relates to this Agreement commenced by either party shall be resolved in state or federal court in Dallas County, Texas, and the parties expressly waive any right they may otherwise have to cause any such action or preceding to be brought or tried elsewhere.
    2. Injunctive Relief. Each party acknowledges that the other party cannot be adequately compensated in money damages for the consequences of a breach hereof, and agrees that the other party, in addition to its other remedies hereunder in the event of any breach hereof, shall be entitled to an order enjoining any further breach hereof.
    3. Entire Agreement. This Agreement, together with all attachments and Exhibits referred to in the Preamble of this Agreement, constitute the complete, final and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understanding, negotiations and discussions of the parties. If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.
    4. Assignment. This Agreement may not be assigned or otherwise transferred by Licensee, in whole or in part, without the prior written consent of Licensor. Licensor may assign this Agreement, in whole or in part, to any affiliate of Licensor or to any successor by acquisition or merger of Licensor or the Licensor business operations to which this Agreement relates. The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their permitted successors and assigns.
    5. Notice. All notices, approvals, demands, or other communications under this Agreement shall be in writing or by email. Licensor also may, at its option, communicate with Licensee through other means including mobile number, telephone, or delivery services including the US Postal Service.
    6. Changes to the Agreement. Notwithstanding anything to the contrary, we may revise this Agreement from time to time in our sole discretion. If there are any material changes to this Agreement, we will post a notice of the update on our Sites, or as otherwise required by applicable law. Licensee understands and agrees that the Licensee will be deemed to have accepted the updated Agreement if the Licensee continues to use the Licensor Content after the new Agreement takes effect. 

Contact Us

ESG Dynamics, LLC
PO BOX 141747
Irving, TX 75014, United States

info@esg-dynamics.com