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.”
By clicking the acceptance button, you expressly agree to be bound by all of the terms of this Agreement, the Terms of Use, the Acceptable Use Policy, and the Privacy Policy, and all disclaimers and conditions that appear on the Just Capital Sites. The Terms of Use, the Acceptable Use Policy or the Privacy Policy may be updated by Just Capital at any time. Your continued use of any Just Capital Site after any such modification constitutes your acceptance of the modified terms and conditions.
Just Capital is a nonprofit organization that measures corporate performance based on the public’s definition of Just behavior. We rank companies annually and such rankings are publicized and form the basis for companies’ inclusion or exclusion from indices that we have developed or may develop, potentially in partnership with third party organizations (collectively, the “Just Index”). We may disclose to you certain information related to your potential Just ranking by us or information regarding the Just Index, and you may provide us with feedback based on your review of this information, on the terms and subject to the conditions of this Agreement, and of our Terms of Use, Acceptable Use Policy and Privacy Policy. The information pertaining to the Just Index and Just Capital’s methodologies is highly confidential and precautions must be taken to prevent the disclosure of such information to anyone outside of JUST Capital or anyone who has been otherwise expressly authorized to receive such information.
Certain terms in this Agreement, indicated by capitalization, will have the meaning ascribed to them at the end of the Agreement.
You may use the Just Materials as follows:
Your use of the Just Materials is subject to the following restrictions:
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:
Just Capital’s use of the Materials is subject to the following restrictions:
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 JustCapital, 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.
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.
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.
Entire Agreement; Amendments. This Agreement, Just Capital’s Terms of Use, its Acceptable Use Policy and its Privacy Policy together constitute the entire agreement between the Parties with respect to Reviewer’s use of the Just Capital Sites; provided, however, that in the event of any inconsistency between Just Capital’s Terms of Use, its Acceptable Use Policy or its Privacy Policy, on the one hand, and this Agreement, on the other hand, this Agreement will govern. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in writing (including without limitation by means of a written notice on a Just Capital Site) and accepted by a duly authorized representative of each Party.
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.
Relationship. The Parties will perform their obligations under this Agreement as independent contractors and nothing contained in this Agreement, or in Just Capital’s Terms of Use, its Acceptable Use Policy or its Privacy Policy, will be construed to be inconsistent with such relationship or status. This Agreement, and Just Capital’s Terms of Use, its Acceptable Use Policy and its Privacy Policy, will not constitute, create or in any way be interpreted as a joint venture or a partnership of any kind.
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.
Governing Law; Remedies. This Agreement, and all disputes arising under or in connection herewith, will be governed by the dispute resolution provisions set forth in Just Capital’s Terms of Use.
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 Confidential Information” means, all nonpublic information pertaining to the Just Index or Just Capital’s methodologies, including without limitation the names of companies to be included on the Just Index, including information relating to the Reviewer’s Just ranking or the Just Index that has not been publicly disclosed, whether communicated in writing, orally, or otherwise, which is provided to the Reviewer by or on behalf of Just Capital following the Effective Date, but does not include information which was or becomes generally available to the public through no fault of the Reviewer.
“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 Confidential Information, 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 September 7, 2018.
“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: July 24, 2018
