Consent and International Use: The information we collect about you on the Site is stored on servers located in the United States. The laws of the United States may not afford your information that same privacy rights as your home country or jurisdiction. By using the Site, you consent to: (i) the processing of your personal information consistent with the terms of this policy; and (ii) the transfer of your personal information to the United States.
Scope: This Policy applies to any Site owned by JUST Capital that links to this Policy. It governs only our information practices as to information collected through the Site. The Policy does not govern any information collected by us through channels outside of the Site. It also does not apply to any third party website or application to which the Site may link. Should you choose to visit those websites or applications, you should review their privacy policies to ensure that you are comfortable with them.
Information We Collect: “Personal Information”means any information that we directly associate with a specific person or that reasonably can be used to identify a specific person, subject to the limitations set forth in this Policy. We may collect Personal Information that you provide to us on the Site. By way of illustration, we may collect (i) your contact information, such as your name, email address, your employer’s name and your job title, (ii) your preferences with respect to whether you would like to join our email list, (iii) your reason for contacting us and (iv) any comment or feedback provided by you using any form field or document upload feature on the Site, including Submissions (as defined in the Acceptable Use Policy).
We do not consider Automatically Collected Information to be Personal Information. If we connect any Automatically Collected Information to any Personal Information collected about you, however, we will treat it in accordance with the terms of this Policy.
How We Use Information:We may use Automatically Collected Information to better understand how our visitors use the Site, analyze their demographics, interests, and behavior, to improve the content of the Site and further develop our services. If we receive any Personal Information from you, we will use it in ways that are consistent with the purpose for which such Personal Information was collected. In addition we may use your Personal Information for any of the following purposes:
- Contacting you to respond to your feedback or inquiries;
- Providing you with newsletters, articles or alerts;
- Conducting, analyzing and improving our services, including without limitation our research methodology;
- Preventing, investigating or providing notice of fraud, unlawful or criminal activity or unauthorized access to or use of Personal Information, the Site or our data systems; or to meet legal obligations;
- Any other purpose as permitted by this Policy or by applicable law.
How We Disclose Information: We disclose Personal Information as follows.
We may disclose Personal Information as required by law, such as to comply with a subpoena or similar legal process. Additionally, we may disclose Personal Information when we believe that disclosure is necessary to protect our property, including the safety and security of tangible or intangible property, to protect your safety or security or to protect the safety or security of others. We may also disclose Personal Information in order to protect our rights, such as in order to investigate fraud or respond to a government request.
In the event JUST Capital is involved in a merger, dissolution or sale of all or a portion of its assets, user information may be one of the transferred assets. If any material change to the Policy governing the use of your data occurs, you will be notified in accordance with the terms of this Policy.
We may also share any anonymized or aggregated information with our partners for informational or promotional purposes.
JUST Capital reserves the right to use Personal Information in any manner permitted by law.
Access and Choice: You may access and amend any Personal Information we have on you by contacting us using the contact information below. We will respond to your inquiry within a reasonable timeframe.
Changes to this Policy: We may revise or supplement this Policy from time to time. If we make any material changes to the Policy that affect your rights, we will post the updated policy on the Site.
Contact Us: If you have any questions or comments about this Policy, please contact us at email@example.com.
Last Updated: June 22, 2016
Your use of, and access to, the Site is subject to the terms and conditions of this Agreement. This Agreement does not amend or supersede any previous written agreement (other than prior versions of this Agreement) between you and JUST Capital (each such previous written agreement an “Other Agreement”). In the event of any inconsistency between this Agreement and any Other Agreement, the Other Agreement will govern. Some aspects of the Site may contain supplemental terms and conditions and additional disclosures and disclaimers, which are hereby incorporated in this Agreement. In the event of a conflict, the supplemental terms and conditions and additional disclosures and disclaimers will govern for those aspects.
Your compliance with this Agreement is a condition of your right to access the Site. Your breach of any provision of this Agreement or Other Agreements will automatically, without the requirement of notice of any other action, revoke and terminate your right to access the Site and you will be fully liable for conversion, misappropriation, trespass to chattels and all other claims and cause, regardless of the identity of the claimant or injured party, arising from or relating to your continued use of the Site after such breach.
2. Intellectual Property Rights and Ownership
All the material displayed on and/or accessible through the Site, including without limitation, software, text, graphics, charts, information, images, articles, reports, presentations and other material (the “Content”), is the property of JUST Capital or others and is protected by United States and international copyright and other laws. All names, logos, trademarks and service marks displayed on the Site (the “Trademarks”) are the property of JUST Capital or their respective owners, who may or may not be affiliated with JUST Capital. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Content or Trademark without the written permission of JUST Capital or such other party that may own the applicable Content or Trademark. Nothing in this Agreement shall constitute a waiver of any trademark, copyright or other intellectual property rights. JUST Capital reserves the right to enforce its intellectual property rights to the full extent of the law.
3. Notification to JUST Capital
If you believe that anything posted on the Site infringes any intellectual property right or any other right that you own or control, please provide JUST Capital with the following written information:
- Name, address, telephone number, e‐mail address and physical or electronic signature of the rights holder, or someone authorized to act on the rights holder’s behalf;
- A description of the intellectual property that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the Site, with enough detail that JUST Capital may find it;
- A written statement that you have a good faith belief that the disputed use is not authorized by the rights holder, its agent or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder’s behalf.
JUST Capital’s agent for notice of claims of intellectual property right infringement on the Site can be reached by e‐mail at firstname.lastname@example.org.
4. Restrictions of Use
By accepting the terms of this Agreement through your use of the Site, you certify that you are 18 years of age or older. If you are under the age of 18, you may not use or access the Site. The Site does not knowingly collect personal information about children under the age of 13. The information, materials and other Content of the Site may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of JUST Capital in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Site and/or any Content obtained from the Site; (ii) making more than minimal copies of the Site materials; (iii) any derivative use of the Site or any portion thereof; (iv) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Site; or (v) including any portion of the Site on any other website, on a server computer or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means. If you seek permission for such use of our Site, please contact us at email@example.com. Any unauthorized use of the Site, Content or Trademarks may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
You warrant that when using the Site you shall not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange.
JUST Capital reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.
5. Information Provided
5.1 Analyses and Opinions
Analyses and statements of opinions provided on the Site are inherently uncertain and are based on a number of assumptions. You should carefully review information regarding any such analyses and underlying assumptions.
5.2 Forward-Looking Statements.
Certain information in the Site may contain certain “forward-looking statements,” which can be identified by the use of words such as “may”, “will”, should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, or “believe” or similar expressions. JUST Capital undertakes no obligation to update publicly or revise any forward-looking statements. Due to various risks and uncertainties, actual events, results or performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statement.
6. Third-Party Links
JUST Capital may provide links from the Site to websites operated by third parties who may or may not be affiliated with JUST Capital. We do not endorse, have any responsibility for or make any representations about any other sites, including their products and services, content, communications and website use policies. We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability or any other aspect of the content of such links. The use of third party websites is entirely at your own risk. By accessing these links, you acknowledge that such other sites or locations are not under the control of JUST Capital and you agree that JUST Capital shall not be responsible for any information or additional links found at such site or location, or for your use of such information.
7. Non-Public Sections of the Site
If you are a representative of a business entity, you may have been granted access to certain non-public portions of the Site through a uniquely assigned log-in (“Non-Public Sections”). In addition to this Agreement, your use of the Non-Public Sections may also be governed by applicable Other Agreements and by all applicable laws and regulations. If you have been granted access to any Non-Public Section by JUST Capital, you must maintain confidentiality of your log-in information and you remain responsible for all usage of the Non-Public Sections of the Site through your account, whether such use is made by you or anyone else. You must immediately notify us of any known or suspected unauthorized use of your log-in information or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your log-in information.
8. Acceptable Use Policy
Your use of the Site indicates your consent to the data practices stated in our Acceptable Use Policy.
9.1 No Offer of Securities or Advice
You acknowledge and agree that the Content is solely for general, informational purposes and nothing contained in the Site may be construed as a solicitation, offer, recommendation or representation of suitability or endorsement of any security or investment and may not be relied upon in connection with any offer or sale of securities or other assets. JUST Capital is not providing the Site to provide investment or other advice and nothing herein should be deemed to be a recommendation that you buy, sell or hold any security or other investment. You further acknowledge and agree that the Content does not provide any tax, legal, accounting or other professional advice. In making an investment decision, you must rely on your own examination of an investment, including the merits and risks involved. JUST Capital advises that you consult with your own advisors with respect to any matters involved with making an investment.
9.2 Content Disclaimers
Certain Content was obtained from published and non‐published sources. Such information may not have been, and in many cases, has not been, independently verified by JUST Capital and JUST Capital makes no warranties or representations and assumes no responsibility as to the accuracy, reliability or correctness of the Content (or for updating the Content based on facts learned following its publication). JUST Capital is not responsible for any action or decision you make in reliance on any information contained on the Site.
9.2 Disclaimer of Warranties
THE SITE, INCLUDING ALL CONTENT, IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES OF ANY KIND. BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. NEITHER JUST CAPITAL, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY “REPRESENTATIVES”) WARRANT THAT THE USE OF THE SITE WILL BE UNINTERUPPTED OR ERROR-FREE. NEITHER JUST CAPITAL NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND JUST CAPITAL AND ITS REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, JUST CAPITAL ALSO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THIS SITE.
As a condition to your use of the Site, you agree to indemnify, defend and hold harmless JUST Capital and its Representatives against any and all claims, liabilities, damages, costs or other expenses (including, without limitation, attorneys’ fees) that may arise directly or indirectly out of or from your breach of this Agreement and/or your use of the Site or resulting from any action (or inaction) you take or decision you make in reliance on the information contained on the Site.
11. Limitations of Liability
BY USING THE SITE, YOU ACKNOWLEDGE: (i) THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK; (ii) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH YOUR USE OF THE SITE; AND (iii) THAT IN NO EVENT SHALL JUST CAPITAL OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES OF ANY KIND RELATED TO (a) YOUR RELIANCE ON OR USE OR INABILITY TO USE THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES ON THE SITE, (b) ANY ERRORS OR OMISSIONS IN THE CONENT OF THE SITE, (c) YOUR ACCESS TO, USE OF OR INABILITY TO USE THE SITE OR (d) ANY FAILURE OF PERFORMANCE, ERROR, OMMISSION, INTERRUPTION, DEFECT OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE OR OTHER COMPUTER MALFUNCION, IN EACH CASE ((a) THROUGH (d)) INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY,COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF JUST CAPITAL OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR LIABILITIES. JUST CAPITAL RESERVES THE RIGHT TO ALTER OR REMOVE THE CONTENT OF THIS SITE OR SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.
12. Severability and Waiver
If any provision of this Agreement is found to be invalid, void or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of JUST Capital to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.
13. Complete Agreement
14. Termination of the Agreement
15. Governing Law and Venue
The Site is made available to you from the State of New York in the United States. If you elect to access and/or use the Site from outside of the United States, we make no warranties that materials on the Site are appropriate or available for use in such locations. You agree that you are solely responsible for compliance with any laws of your specific jurisdiction and further agree that you shall not use the Site if you are restricted by any local, state, national or international laws. The laws of the State of New York, without regard to its principles of conflict of laws, will govern this Agreement (including any disputes concerning or related to this Agreement). You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in New York County, New York State for the purpose of resolving any dispute relating to your access to or use of the Site. Notwithstanding the foregoing, you expressly acknowledge and agree that JUST Capital may seek injunctive or other appropriate relief in any court of competent jurisdiction and you consent to exclusive jurisdiction and venue in such courts. You agree that this may require you to submit any disputes related to the use of the Site to final and binding arbitration in the State of New York.
16. Class Action and Arbitration
By using the Site, you agree that if any dispute should arise between you and JUST Capital, you will bring your claim on an individual basis and waive your right to pursue any claim in a class action.
You agree that JUST Capital, at its sole discretion, and notwithstanding anything to the contrary in this Agreement, may require you to submit any disputes arising from the use of the Site, related services or this Agreement, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration (the “Rules”) of the American Arbitration Association, by one or more arbitrators appointed in accordance with the Rules. You agree with us that this section satisfies the writing requirement of the Federal Arbitration Act. Notwithstanding the Rules, however, such proceeding shall be governed by the laws of the State of New York and will take place in New York County, New York State.
Thank you for visiting our Site. Please contact us at firstname.lastname@example.org if you have any questions about our Site or this Agreement. Electronic mail or other communications through this Site to JUST Capital (or any of its employees, agents or representatives) may not be secure and we do not guarantee the confidentiality of such communications.
Last Updated: June 22, 2016
Acceptable Use Policy
Responsibility for Submissions.
JUST Capital takes no responsibility for any submissions made by you or any third party to the Site (including without limitation comments or feedback submitted on the Site and documents uploaded to the Site in any format whatsoever) (each such submission a “Submission”). You are solely responsible for (i) any Submission made by you and (ii) compliance with all laws applicable to such Submission. You shall be solely responsible for maintaining a copy of your Submission.
Inappropriate and Illegal Submissions.
You shall not upload to, or distribute or otherwise publish on to the Site any libelous,defamatory, obscene, pornographic, abusive or otherwise illegal material. You shall not use the Site to (i) threaten or verbally abuse any person or entity, (ii) use defamatory language, (iii) publish language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual orientation, age, region, disability or any category based on which discrimination is prohibited by law, (iv) distribute or publish any material containing any solicitation of funds, advertising or solicitation for goods or services or (v) deliberately disrupt discussions with repetitive messages, meaningless messages or spam.
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) disabling, removing, defeating, or avoiding any security device or system, including, without limitation, the password and log-in functionality used to authenticate users; (iii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iv) attempting to interfere with services to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”; (v) sending unsolicited email, including promotions and/or advertising of products or services; (vi) forging any TCP/IP packet header or any part of the header information in any email or posting; (vii) using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available on the Site and other than generally available third party web browsers; (viii) reverse engineering, decompiling or disassembling the underlying software; (ix) removing any notices, warnings, labels, annotations or instructions from any portion of the Site or any related material, including, without limitation, any patent, trademark, copyright or other proprietary notices or license provisions; or (x) otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Site.
Any violations of system or network security including attempts to intentionally access a computer without authorization or exceed your authorized access level may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030). We may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users of the Site if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread of a virus, security breach or system malfunction. If we so restrict or terminate access we will use commercially reasonable efforts to restore access and use to users for proper purposes promptly.
Rights and Remedies.
Last Updated: June 22, 2016
Data security, confidentiality, availability, and integrity are vital to business operations of our customers. Safe handling and secure management of data is a global issue that requires constant vigilance. JUST Capital, working in partnership with customers and technology providers, employs a proactive security strategy that combines common sense, industry best practices, and modern technology to keep the JUST Capital service secure. To this end, JUST Capital and our technology partners employ a multi-layered approach to protect information, keeps up with international compliance standards and best practices, tests and adopts new technology, and continues to constantly monitor and improve our applications, systems and security processes. All while paying close attention to specific regulatory requirements in customer industries and locales.
Your data is safe with JUST Capital.
1. Cloud and Physical Security
JUST Capital utilizes enterprise-class SSAE 16 SOC2 Type II audited and ISO 27001 certified facilities that include 24/7/365 managed security and physical access control. JUST Capital and our technology partners proactively monitor the platform and all of its underlying operating components for security incidents, including alert notifications generated by our technology partners’ systems, industry and open source alerts, and community alerts. JUST Capital employs a dedicated 3-level support team in 24×7 on-duty mode who are trained to provide systematic and efficient response to incidents including security and availability issues.
2. Data Security
The JUST Capital Platform reliably secures all key areas, and ensures that all data remains confidential, available and backed up for governance and disaster recovery purposes. Security zones are defined and implemented with specific enforcements, such as protocol enforcement, intrusion detection, and monitoring, while the complete JUST Capital Platform is subjected to regular penetration testing. Customer data is both isolated and encrypted in transport as well as at rest to further enhance its defense.
3. Operational Security
JUST Capital has deployed several layers of operational security (Defense in Depth) to minimize the risks associated with human activities. Access to the production environment is under strict control, administrators are allowed to invoke platform-specific functions but are not permitted to directly interact with the platform’s underlying components. Access logs are monitored and regularly inspected.
4. GoodData compliance and certifications:
- Service Organization Control (SOC) 2 Report under SSAE 16
- TRUSTe® Privacy Seal
- Salesforce.com AppExchange Security Review of GoodData AppExchange Apps
- Certified under US-EU Safe Harbor Framework
- Certified Enterprise-Ready by Skyhigh CloudTrust Program
Last Updated: June 22, 2016
Web Fraud & Phishing Warning
JUST Capital warns you that imposters and frauds may misuse our name, brand and reputation by publishing fake websites and engaging in “phishing” scams seeking personal or confidential information.
When communicating with JUST Capital through digital media, please:
Confirm you are visiting a JUST Capital authorized website. JUST Capital’s only authorized websites are posted through the below listed domains. No other website domains are authorized.
- Do not share your password and login ID with anyone, including anyone from JUST Capital. Apart from allowing you to use your password and login ID to access certain non-public sections of its websites and to post comments and feedback, JUST Capital will never ask you for your password or login information. (If you forget your password or login ID, we will issue you new ones.)
- Do not communicate or deal with personnel who are not affiliated with our office. Our office address is provided on our website. No other office locations are authorized offices of JUST Capital.
- Do not send e-mails to anyone with an address other than authorized JUST Capital e-mail addresses. If you are or become suspicious of potential fraudulent activity when communicating through email, please contact email@example.com for assistance.
Imposters can use the JUST Capital name in furtherance of a variety of criminal activities, including fraudulent “high-yield investment programs.” For more information on high-yield investment programs and how to avoid them, visit the U.S. Securities and Exchange Commission webpage at http://www.sec.gov/answers/highyild.htm.
For more general guidance on avoiding internet crimes, visit the FBI webpages on common fraud schemes and recent e-scams at http://www.fbi.gov/scams-safety/fraud/internet_fraud and http://www.fbi.gov/scams-safety/e- scams, and the U.S. Securities and Exchange Commission webpage on avoiding fraud at http://investor.gov/investing-basics/avoiding-fraud. If you think you have been the victim of internet crime, you may file a complaint with the following government entities:
- The Internet Crime Complaint Center (IC3), http://www.ic3.gov/default.aspx
- The Federal Trade Commission, https://www.ftccomplaintassistant.gov/
- The U.S. Postal Service (for crimes involving U.S. Mail), https://postalinspectors.uspis.gov/contactus/filecomplaint.aspx
JUST Capital provides links to these resources for informational purposes only and is not responsible for their content.
If you have any questions about the above, the security of any JUST Capital communication, or have concerns about a website or e-mail communication that you suspect may be fraudulent, please contact us at firstname.lastname@example.org.
Last Updated: June 22, 2016
Data Review Agreement
This Data Review Agreement (this “Agreement”) is entered into by and between JUST Capital Foundation, Inc. (“JUST Capital,” “we,” or “us”) and any business entity (“Reviewer” or “you”) that completes the registration process on the corporate portal of a JUST Capital Site as of the date on which you complete such registration process (the “Effective Date”). JUST Capital and Reviewer may each be referred to as a “Party” and collectively as the “Parties.”
Certain terms in this Agreement, indicated by capitalization, will have the meaning ascribed to them at the end of the Agreement.
Permitted Uses of Information
You may use the JUST Materials as follows:
- You may access and view the JUST Materials in the manner set forth in this Agreement.
- At any time during the term of this Agreement, you may provide us with Reviewer Materials that may be used to modify the JUST Materials or the JUST Index. You will provide the Reviewer Materials solely in the manner set forth on a JUST Capital Site.
Your use of the JUST Materials is subject to the following restrictions:
- You will not use the JUST Materials for any purpose other than the JUST Materials Purpose. You will not download, scan, copy, print, capture, transfer, distribute, publish, reproduce or create derivative works in any medium from the JUST Materials or any portion thereof.
- You will not use a lower degree of diligence or security measures to protect the JUST Materials than you use with regard to your own confidential and proprietary information and technology, and in any event you will not use a standard of care lower than a commercially reasonable standard of care in securing and protecting the JUST Materials.
- You will not, and you will not permit your Authorized Personnel to, disclose or allow access to the JUST Materials to any Person other than your Authorized Personnel, except as expressly permitted under this Agreement. You will cause your Authorized Personnel who access the JUST Materials to comply with this Agreement, and any breach of this Agreement by your Authorized Personnel will be deemed a breach of this Agreement by you.
- You will not wait longer than one business day from the date of your knowledge of such activity to notify us in writing of any use or disclosure or access of any portion of the JUST Materials that is in breach of this Agreement or any legal or contractual duty or is otherwise unlawful. You will reasonably cooperate with us in the investigation of any unauthorized (including accidental) use or disclosure or access of any of the JUST Materials in connection with your access of the JUST Materials.
- You will not make, have made, use, sell for any purpose or otherwise exploit any product or other item using, incorporating or derived from the JUST Materials or any portion thereof. No provision in this Agreement will be construed to grant any Intellectual Property Right to the JUST Materials or any portion thereof, or to any Intellectual Property Right that is owned or controlled by JUST Capital that has issued or that may issue, based on the JUST Materials, the Reviewer Materials, or any portion thereof.
The JUST Materials may be subject to additional restrictions on use imposed by our Third Party data providers. You acknowledge that these additional restrictions on use and the terms of this Agreement will be strictly enforced. We may restrict or remove your access to any portion of the JUST Materials without prior notice and may require you to destroy any information that you or your Authorized Personnel possess or control with respect to your use of the JUST Materials, in each case at our sole discretion, including without limitation upon our reasonable belief of a violation of any term of this Agreement or of any additional restriction on use imposed by a Third Party data provider.
JUST Capital may use the Reviewer Materials as follows:
- We may use the Reviewer Materials for the Reviewer Materials Purpose. You hereby grant and agree to grant to us a perpetual, worldwide, royalty-free, irrevocable, non-exclusive, fully assignable license, with the right to sublicense through multiple tiers, to use the Reviewer Materials for the Reviewer Materials Purpose.
- We may use the Reviewer Materials without obtaining your approval of any information or materials that incorporate the Reviewer Materials. We are not required to accredit or acknowledge you as the source of the Reviewer Materials in any manner.
- We may incorporate the Reviewer Materials into other data, information or materials, including without limitation any aggregate-level data, and we may disclose such data, information or materials to Third Parties without your consent.
- We are not obligated to use Reviewer Materials or any portion thereof and may use Reviewer Materials at our sole discretion. Notwithstanding the foregoing, any Reviewer Materials that we receive after the Review Period will not materially impact your scores on the first JUST Index that is published following the Review Period.
JUST Capital’s use of the Materials is subject to the following restrictions:
- We will not, and we will not permit our Personnel to, disclose, or allow access to, any JUST Review File to any Third Party Reviewer, except as expressly permitted under this Agreement.
- We will not use the Reviewer Materials for any purpose other than the Reviewer Materials Purpose.
- We will not use a lower degree of diligence or security measures to protect the Reviewer Materials than we use with regard to our own confidential and proprietary information and technology, and in any event we will not use a standard of care lower than a reasonable standard of care in securing and protecting the Reviewer Materials.
- We will not, and we will not permit our Authorized Personnel to, disclose or allow access to the Reviewer Materials to any Person other than our Authorized Personnel, except as expressly permitted under this Agreement.
- We will not use a lower degree of diligence than is reasonable to prevent Third Parties from deriving Reviewer Materials from other data, information or materials into which we incorporate such Reviewer Materials and which we disclose to such Third Parties.
- We will not wait longer than one business day from the date of our knowledge of such activity to notify you in writing of any use or disclosure or access of any portion of the Reviewer Materials that is in breach of this Agreement or any legal or contractual duty or is otherwise unlawful. We will reasonably cooperate with you in the investigation of any unauthorized (including accidental) use or disclosure or access of any of the Reviewer Materials in connection with our access of the Reviewer Materials.
Limitations on Restrictions on Use
Any Recipient Party’s obligations under the “Permitted Uses of Information” section of this Agreement will not apply to any portion of the Disclosing Party’s Materials to the extent that the Recipient Party can demonstrate with competent, contemporaneous written evidence that such portion of the Disclosing Party’s Materials (a) was in the public domain at the time it was disclosed to the Recipient Party; (b) entered the public domain after it was disclosed to the Recipient Party, other than through any act or omission of the Recipient Party or to its Authorized Personnel in breach of the Recipient Party’s obligations under this Agreement; (c) was already known by or in the possession of the Recipient Party (other than under an obligation of confidentiality) at the time of disclosure by or on behalf of the Disclosing Party; or (d) was rightfully disclosed or provided to the Recipient Party by a Third Party free of any obligation of confidence after it was disclosed to the Recipient Party by the Disclosing Party.
Notwithstanding any provision of this Agreement to the contrary, a Recipient Party may disclose or provide the Disclosing Party’s Materials to the extent such disclosure or provision by the Recipient Party is required by applicable law or a valid order of a court or other governmental body having appropriate jurisdiction and authority, provided that the Recipient Party: (a) provides the Disclosing Party with prompt, prior written notice of such required disclosure; (b) undertakes all reasonable efforts and activities to obtain, and to assist the Disclosing Party in obtaining, a protective or other appropriate order (i) preventing or limiting the required disclosure to the maximum extent permitted by law, (ii) requiring confidential treatment of any portion or item of the Disclosing Party’s Materials that is required to be disclosed, and (iii) requiring that the Disclosing Party’s Materials so disclosed be used only for the purposes expressly set forth in the applicable law or order; and (c) discloses only that portion or item of the Disclosing Party’s Materials that is expressly required to be disclosed pursuant to the applicable law or order.
All of the provisions of this “Limitations on Restrictions on Use” section will apply with respect to a JUST Review File as though JUST Capital was the Recipient Party and Reviewer was the Disclosing Party.
REVIEWER ACKNOWLEDGES AND AGREES THAT JUST MATERIALS ARE DISCLOSED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, JUST CAPITAL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION (A) REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (INCLUDING INVESTMENT DECISIONS), WHETHER OR NOT JUST CAPITAL KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVISED OF ANY SUCH PURPOSE, (B) REPRESENTATIONS AND WARRANTIES OF TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND (C) ANY REPRESENTATION AND WARRANTY THAT THE JUST MATERIALS ARE IN ANY WAY GUIDANCE FOR ANY INVESTOR OR INVESTORS IN GENERAL TO DETERMINE THE SUITABILITY OR DESIRABILITY OF THE INVESTMENT IN A PARTICULAR SECURITY OR SECURITIES IN GENERAL.
Each Party represents and warrants that (a) it has the capacity and authority to enter into and perform this Agreement; (b) this Agreement has been executed by a duly authorized representative of that Party; and (c) the making of and performance of this Agreement does not conflict with any existing obligations of that Party. Reviewer represents and warrants, and covenants, that: (a) Reviewer has and will have the authority to grant the licenses granted in this Agreement; and (b) neither this Agreement nor the use of Reviewer Materials authorized hereunder (i) infringes or will infringe the rights (including without limitation any Intellectual Property Rights) of a Third Party, (ii) breaches or will breach a contract, or (iii) violates or will violate any law, regulation, or duty imposed by law. Reviewer represents and warrants, and covenants, that, other than as set forth in this Agreement, Reviewer has not provided or agreed to provide, and will not provide, any consideration (whether in cash, equity, assumption of debt paid or otherwise) to JUST Capital, or any JUST Capital trustee, director, officer, employee, agent, contractor or affiliate, for (1) entering into, or inducing or influencing entering into, this Agreement, (2) Reviewer’s access to or use of the JUST Materials or any portion thereof, or (3) JUST Capital’s access to or use of the Reviewer Materials or any portion thereof. Reviewer further represents, warrants and covenants that Reviewer has not attempted to influence and will not attempt to influence the JUST Index or any other work of or the operation of JUST Capital. Notwithstanding the licenses provided in this Agreement, JUST Capital is not obligated to use Reviewer Materials or any portion thereof and may use Reviewer Materials at JUST Capital’s sole discretion.
Limitation of Liability
JUST CAPITAL, AND ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (TOGETHER THE “JUST CAPITAL PARTIES”) WILL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO REVIEWER, ANY AUTHORIZED PERSONNEL OR ANY THIRD PARTY FOR (A) REVIEWER’S OR ITS AUTHORIZED PERSONNEL’S RECEIPT, USE OR DISCLOSURE OF, OR ACCESS TO, ALL OR ANY PART OF THE JUST MATERIALS (INCLUDING WITHOUT LIMITATION ANY JUST REVIEW FILE) OR (B) JUST CAPITAL’S, ITS PERSONNEL’S OR ITS AUTHORIZED PERSONNEL’S, AS APPLICABLE, RECEIPT, USE OR DISCLOSURE OF, OR ACCESS TO, ALL OR ANY PART OF THE JUST MATERIALS OR REVIEWER MATERIALS IN ACCORDANCE WITH THIS AGREEMENT. IN NO EVENT WILL ANY JUST CAPITAL PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS WITH RESPECT TO ANY CLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF JUST CAPITAL OR REVIEWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Reviewer hereby agrees to indemnify, defend and hold the JUST Capital Parties harmless from all damages, costs and expenses for any loss, claim, injury or liability of any kind that may arise from (a) the receipt, use or disclosure of all or any part of the JUST Materials (including without limitation any JUST Review File) by Reviewer or its Authorized Personnel or (b) the receipt, use or disclosure of all or any part of the Reviewer Materials by JUST Capital or its Authorized Personnel in accordance with this Agreement.
Term and Termination
The term of this Agreement will commence as of the Effective Date and, unless the Agreement is earlier terminated in accordance with its terms, will expire upon the fifth anniversary of the Effective Date. This Agreement may be terminated by either Party upon 30 days prior written notice to the other Party. Each Recipient Party’s confidentiality obligations hereunder will survive termination or expiration of this Agreement and continue in full force and effect with respect to a Disclosing Party’s Materials for one year from the date of disclosure of such Materials to the Recipient Party. Notwithstanding the foregoing, we may remove or restrict your access to any JUST Materials or require you to destroy any information that you or your Authorized Personnel possess or control with respect to your use of the JUST Materials, in each case at any time during or following the term of this Agreement at our sole discretion.
Waiver. No provision of this Agreement will be waived by any act, omission or knowledge of a Party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. The waiver by either of the Parties of any breach of any provision hereof by the other Party will not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself.
Severability. If any provision of this Agreement is found to be invalid, void or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions.
Assignment. This Agreement is binding upon the Parties and their respective successors and assigns. Reviewer will not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of JUST Capital. Any assignment that contravenes the provisions of this Agreement will be void and unenforceable.
Use of Name. Except as provided below, Reviewer will not, and will ensure that its employees, affiliates or agents will not, use or register the name “JUST Capital,” “JUST Capital Foundation, Inc.,” or any variation, adaptation or abbreviation thereof (alone or as part of another name) or any logos, seals or other symbols or devices that identify JUST Capital for any purpose, except with the prior written approval of, and in accordance with the restrictions required by, JUST Capital. The restriction will not apply to any information required by law to be disclosed to any government entity.
No Third Party Beneficiaries. The Parties acknowledge and agree that there are no third party beneficiaries of the Agreement.
Headings; Interpretation. The descriptive headings of this Agreement are for convenience only and will be of no force or effect in construing or interpreting any of the provisions of this Agreement. Except where the context expressly requires otherwise: (a) the use of any gender herein will be deemed to encompass references to either or both genders, and the use of the singular will be deemed to include the plural (and vice versa); (b) the words “include”, “includes,” and “including” will be deemed to be followed by the phrase “without limitation” and will not be interpreted to limit the provision to which it relates; (c) the word “shall” will be construed to have the same meaning and effect as the word “will”; (d) any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein); (e) any reference herein to any person or entity will be construed to include the person’s or entity’s successors and assigns; (f) the words “herein”, “hereof,” and “hereunder”, and words of similar import, will be construed to refer to this Agreement in its entirety, as the context requires, and not to any particular provision hereof; (g) all references herein to Sections will be construed to refer to Sections of this Agreement; (h) the word “notice” means notice in writing (whether or not specifically stated) and will include notices, consents, approvals, and other written communications contemplated under this Agreement; (i) provisions that require that a Party or the Parties “agree,” “consent,” or “approve” or the like will require that such agreement, consent, or approval be specific and in writing, whether by written agreement, letter, approved minutes, or otherwise; (j) references to any specific law, rule, or regulation, article, section, or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule, or regulation thereof; and (k) the term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.”
The following terms used in this Agreement will have the respective meanings assigned to them below:
“Authorized Personnel” means, with respect to a Recipient Party, such Recipient Party’s employees or contractors who (a) have a need to access or use the Disclosing Party’s Materials in the performance of their duties in connection with this Agreement, and (b) who are under written obligations regarding such Disclosing Party’s Materials that are no less restrictive than the obligations of the Recipient Party set forth in this Agreement.
“Disclosing Party” means, with respect to any Material, the Party that discloses such Material under this Agreement.
“Intellectual Property Rights” means, all rights, title, and interests in and to all intellectual property and other proprietary rights of every kind and nature however denominated in any jurisdiction in the world, including: (a) trade secrets, know how, inventions (whether patentable or unpatentable and whether or not reduced to practice), and other proprietary technical, business and other information and materials including discoveries, developments, improvements, methods and processes, designs, techniques, ideas, algorithms, data and compilations thereof, research and development information, schematics, drawings, blueprints, specifications, prototypes, models, samples, molds, formulations, test results; (b) foreign or domestic design rights, patents and pending applications therefor and all renewals, reissues, reexaminations, divisionals, continuations, continuations-in-part and extensions thereof; (c) published and unpublished works of authorship (including, without limitation, product briefs or descriptions), computer source code, executable code, programs and other software, copyrights (registered or unregistered) and all applications, registrations and renewals in connection therewith; (d) trademarks, service marks, trade names, trade dress, logos (in each case, whether registered or unregistered), and all goodwill of the business appurtenant thereto or symbolized thereby and activities associated therewith; and (e) all rights to sue at law or in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, continuations-in-part, reexaminations or the like, divisions or other extensions of legal protections pertaining thereto.
“JUST Capital Sites” means, as of a given date, justcapital.com and all other webpages that are owned, managed, operated or controlled by JUST Capital, including without limitation all non-public webpages to which Reviewer receives access from JUST Capital. “JUST Capital Site” means any of the JUST Capital Sites.
“JUST Index” means an index of business entities developed by JUST Capital.
“JUST Materials” means all information or materials disclosed by JUST Capital to Reviewer in connection with this Agreement following the Effective Date, including without limitation the JUST Review File and any other information or data related to the JUST Index or JUST Capital’s methodologies.
“JUST Materials Purpose” means the viewing of the JUST Materials for the sole purpose of providing feedback with respect to the JUST Index, subject to the terms of this Agreement.
“JUST Review File” means all Reviewer-specific information disclosed by JUST Capital to Reviewer through a non-public webpage on a JUST Capital Site.
“Materials” means the JUST Materials and the Reviewer Materials.
“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof, or other legal person or entity.
“Personnel” means, with respect to JUST Capital, its employees who access or use the JUST Materials in the performance of their duties in connection with this Agreement.
“Recipient Party” means, with respect to any Material, the Party that receives such Material under this Agreement.
“Reviewer Materials” means all information or materials disclosed by Reviewer to JUST Capital in connection with this Agreement following the Effective Date.
“Reviewer Materials Purpose” means any use subject to the terms of this Agreement, including without limitation any modification of the JUST Index or of any JUST Materials.
“Review Period” means the period that begins on the Effective Date and ends on July 31, 2017.
“Third Party” means any Person other than JUST Capital or Reviewer.
“Third Party Reviewer” means any Third Party that is assessed on the JUST Index.
Last Revised: June 2, 2017