TERMS AND CONDITIONS OF USE
LAST UPDATED: FEBRUARY 2021
Please read these terms and conditions of use ("Terms") carefully. These Terms are a binding agreement between you ("you" or "User") and the International Finance Corporation, an international organization established by Articles of Agreement among its member countries ("IFC", "we" or "us") and govern your use of the website located at https://ifcesmsdiagnostic.org (the "Site"), including the ESMS Tool (the "ESMS Tool") and related services available on the Site and such other features, content, services or applications as offered from time to time on or through the Site (collectively, the "Services"). For clarity, the terms "you" and "User" includes User's employer, as identified by you in your registration for the Site, unless the context otherwise requires.
THE ESMS TOOL ALLOWS USERS TO ASSESS THE ENVIRONMENTAL AND SOCIAL MANAGEMENT SYSTEMS OF THEIR EMPLOYERS, CLIENTS OR THIRD PARTY COMPANIES, FOR THEIR INTERNAL USE ONLY ("PERMITTED USE"). THE REPORTS AND INFORMATION GENERATED BY THE ESMS TOOL (OR INFORMATION DERIVED FROM THEM) MAY NOT BE USED FOR ANY OTHER PURPOSE OR DISTRIBUTED TO ANY PARTY (OTHER THAN USER'S EMPLOYER) WITHOUT IFC'S PRIOR WRITTEN CONSENT.
BY USING THE SITE, YOU REPRESENT, WARRANT AND UNDERTAKE THAT (A) YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, (B) THAT YOU ARE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT, ON YOUR EMPLOYER??S BEHALF, AND (C) YOU (FOR YOURSELF AND YOUR EMPLOYER) AGREE TO BE BOUND BY THESE TERMS. IF YOU (FOR YOURSELF AND YOUR EMPLOYER) IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO USE THE SITE.
User specifically acknowledges that its use of the Site may be subject to local, state, federal, national, provincial, foreign, and international statutes, treaties, regulations, rules, orders, and other laws (collectively "Law"), including the rules and regulations of various stock exchanges and regulatory authorities, as well as restrictions imposed by various data providers, any or all of which may restrict such use. User agrees to identify and obtain any agreement, approval, license or permit which may be required for User to access or use the Site, at User's own expense.
Nothing on the Site or any content (including but not limited to all application, information, tools, text, displays, images, video and audio, and the design, selection and arrangement thereof) ("Content" thereon, or in any report or information generated by the Services, shall be construed, implicitly or explicitly, as containing any investment recommendations. Accordingly, nothing on the Site, or in such materials, constitutes investment advice, and no such report or information may be provided to any investors or prospective investors in any company or investment undertaking.
1. Appropriate and Lawful Use of the Site.
a. In order to obtain access to some portions of the Site, you must create a profile for the Site. You represent and warrant that all information provided by you to gain access to these portions of the Site is and will be complete and accurate. You shall promptly update your profile information in the event of any change so that your profile information is up-to-date at all times. You shall take such actions as are necessary to maintain the confidentiality of, and prevent the unauthorized use of, the log-in details (user name and password) for your profile. You will take all such actions as may be required to confirm and maintain your authority to act on behalf of your employer, and shall cease your access to and use of the Services immediately upon termination or expiration of such authority. IFC will rely on information posted or submitted to the Site using your log-in details without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same.
b. You agree not to use the Site or Content, or any report or information generated by the Services (or information derived thereof): (a) in violation of these Terms or any Law; (b) to post or upload information, material or content that is false, inaccurate, or misleading, or which you are not authorized to provide; (c) to transmit or display any information, material or content that is illegal, abusive, inflammatory, threatening, tortious, violent, discriminatory, obscene, sexually explicit or pornographic, defamatory, libelous, invasive of another's privacy, hateful, or otherwise objectionable or offensive, or to harass or harm IFC, or another entity or individual; (d) to infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity, confidentiality or privacy of any party; (e) to transmit any unsolicited or unauthorized advertising or promotional materials; (f) to transmit or upload any material that contains adware, malware, spyware, software viruses, or any other harmful code; (g) to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (h) to interfere with or disrupt the Site or any software, hardware, telecommunications equipment or networks used by us; (i) to further or promote any illegal activity or enterprise or provide instructional information about illegal activities; (j) to obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Site; (k) to interfere with other users' use and enjoyment of the Site (for example, by spamming, advertising or offering to sell any goods or services, conducting promotions, soliciting or overly promoting personal interests);or (l) to endorse any securities offering or suggest of any endorsement by IFC.
c. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (1) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (3) accessing or using the Site or any portion thereof without authorization, in violation of these Terms or in violation of Law. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting people who are involved in such violations.
d. We reserve the right to investigate and take appropriate legal action against anyone (for clarity, including User's employer) who, in our exclusive discretion, violates these Terms, including, without limitation, removing the offending Content from the Site, suspending or terminating the access of such violators to the Site and reporting violations to the law enforcement authorities. You further agree that any breach of these terms may cause irreparable harm to IFC and shall entitle IFC in addition to any other remedies available to it the right to seek injunctive relief. You acknowledge that the provisions of these Terms are intended to inure to the benefit of our business partners or sponsors, content providers, licensors and service providers. If you breach any of these Terms, the applicable business partners or sponsors, content providers, licensors and service providers will be entitled to enforce these Terms directly against you, whether in its name or our name.
2. Our Content and Proprietary Rights.
a. As between you and us, we own all content developed or acquired by us ("Our Content"), including but not limited to our selection and arrangement of Third Party Content (as defined below), but excluding Third Party Content itself. Our Content is protected under United States and international copyright Laws and is subject to other Laws. In addition, the "International Finance Corporation" and "IFC" names and logos, as well as certain other of the names, logos, designs, slogans and materials displayed in or through the Site constitute registered and unregistered trademarks, trade names or service marks of us, other members of the World Bank Group (which includes the International Bank for Reconstruction and Development, the International Development Association, the Multilateral Investment Guarantee Agency and the International Centre for Settlement of Investment Disputes) and our or their business partners or content providers (collectively, the "Marks").
b. As between you and us, ownership of the Marks and the goodwill associated with them remains with us. You are not authorized to use any of Our Content or the Marks other than as expressly provided in these Terms or as expressly licensed to you whether by negotiated agreement or as set forth on a specific webpage of the Site with respect to the Content on such webpage. You must abide by all rights, notices, information, or restrictions contained in or attached to any of Our Content and must not remove any trademark, copyright, or other notice from the Site or any of Our Content. We reserve the right to remove any of Our Content in our sole discretion, without notice.
c. As between you and us, the technology and software underlying the Site is our property (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or purport to sell, assign, sublicense, or otherwise transfer any right in the Software.
d. All Data Analytics and all intellectual property rights in Data Analytics (as defined herein) with respect to the Reports and Information shall be owned exclusively by IFC and there shall be no limitations or restrictions on the IFC's use or transfer of such Data Analytics. You hereby assign to IFC, with full title guarantee, all intellectual property rights in any Data Analytics you may create, by way of future assignment. For purposes hereof "Data Analytics" means any de-identified data, metadata or data analytics derived or developed from, or generated in connection with, the Reports and/or Information provided by or to the ESMS by you in accordance with these Terms. You hereby grant IFC a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, license to use (including creating derivative works from, and the right to sublicense to our contractors and representatives) all such Reports or Information as reasonably necessary to give effect to the foregoing.
e. Any rights not expressly granted in these Terms are reserved by IFC.
3. Third Party Content (Including Your Content).
a. No Responsibility for Third Party Content. We will not be liable in any way for any content or materials of any third parties (including users) (collectively, "Third Party Content"). We do not control any Third Party Content on the Site and do not guarantee the availability or display of any Third Party Content. We reserve the right to remove any Third Party Content at any time in our sole discretion. Any opinions, advice, statements, views, positions, services, offers, or other Third Party Content expressed or made available on the Site are solely those of the respective authors or distributors, and do not necessarily reflect our opinions, views, or positions.
b. Your Content. If you submit information or material through any means (collectively, "Your Content") to the Site (including through use of the ESMS Tool) you grant IFC the right to host, use, process, reproduce, display, and transmit Your Content pursuant to and in accordance with these Terms and any Additional Terms. You represent and warrant that: (i) you own or otherwise control all of the rights to Your Content that you submit, or are authorized to submit that Content; (ii) Your Content is accurate; (iii) neither Your Content nor your posting or submission of Your Content violates any of these Terms, including, without limitation, the prohibitions on use of the Site set forth above; and (iv) neither Your Content nor your posting or submission of Your Content will cause injury to any person or entity, including posing any privacy or security risk, or breach any agreement or undertaking to which you are subject.
4. Third Party Services and Sites.
Portions of the Site may allow you to use third party products and services, which may include without limitation social networking services, and the Site may contain links to third party websites or resources (such products, services, websites, and resources, collectively "Third Party Services"). We are not associated with and do not control such Third Party Services and such links are provided for your convenience only. Your use of Third Party Services is subject to the policies and agreements applicable to such Third Party Services. We do not approve or endorse any Third Party Services, their content, or any views expressed on any Third Party Service. IFC has no responsibility to you for any Third Party Services you may access.
5. Linking to the Site.
You must notify us of any links you create to our Site and we reserve the right to revoke permission to the link at any time in our exclusive discretion. If we revoke such consent you agree to immediately remove and disable any and all of your links to the Site. You shall include all appropriate attributions in connection with all links to the Site and shall not use any link in a manner that is likely to create confusion as to the source of Content. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part with respect to your site or any of its content or for your entity or its business or mission. You may not link to or otherwise provide access to the Site in any way that alters the look, feel, or functionality of any aspect of the Site.
6. Infringement Claims.
We respect the intellectual property rights of others. Accordingly, we have a policy of removing Third Party Content that may infringe copyright, trademark, or other intellectual property rights, suspending access to all or any portion of the Site to any user who uses the Site in violation of any such Law, and/or terminating in appropriate circumstances access to the Site and the account (if any) of any user who uses the Site in violation of any such Law. If you believe that any contributions of other users infringes your copyright, please see our Copyright Statement for instructions on sending us a notice of copyright infringement.
7. Indemnity and Release
You agree that you will release, indemnify and hold harmless us, the World Bank Group, and each of our or their business partners or sponsors, content providers, licensors and service providers, and any of our or their respective officers, directors, shareholders, employees, contractors, representatives, or agents (collectively, the "IFC Parties") from and against any and all claims, actions, losses, damages, costs, fees and expenses (including attorneys' fees) arising out of or relating to: (i) your use of the Site, (ii) Your Content, (iii) your connection to the Site, (iv) your violation of these Terms, or (v) your violation of any rights of another. You waive any rights and benefits you may have or that may accrue to you under any Law providing that a general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor, or something substantially similar. The IFC Parties reserve the right, at their own expense, to assume 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 the indemnified IFC Parties.
8. Disclaimer of Warranties.
YOU UNDERSTAND AND AGREE THAT USE OF THE SITE, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES, AND ANY USE OR DISTRIBUTION OF REPORTS OR INFORMATION GENERATED BY THE SERVICES, IS AT THE SOLE RISK OF YOU AND YOUR EMPLOYER. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE IFC PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITE, OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. IN PARTICULAR, THE IFC PARTIES DO NOT REPRESENT OR WARRANT THAT ANY INFORMATION OR OTHER CONTENT OBTAINED OR VIEWED BY YOU AS A RESULT OF YOUR USE OF THE SITE WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT YOUR ACCESS TO THE SITE OR CONTENT WILL BE UNINTERRUPTED, FREE OF MALICIOUS CODE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. IFC DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED BY ANYONE ON ANY CONTENT OF THE SITE. THE IFC PARTIES DISCLAIM ALL EQUITABLE INDEMNITIES. WITHOUT LIMITING THE FOREGOING, IFC DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND REGARDING THE REPORTS AND INFORMATION GENERATED BY THE SERVICES, INCLUDING ANY ASSURANCE THAT SUCH REPORTS, INFORMATION, OR THE METHODOLOGY OR OPERATION OF THE ESMS TOOL, WOULD REFLECT IFC??S OWN ASSESSMENT OR CONCLUSIONS. IFC IS UNDER NO OBLIGATION TO, AND EXPRESSLY DISCLAIMS, ANY OBLIGATION TO UPDATE THE SERVICES OR THE ESMS TOOL, TO REFLECT IFC'S POLICIES OR PRACTICES, OR OTHERWISE.
9. Limitation of Liability.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL ANY OF THE IFC PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, PUNITIVE, OR EXEMPLARY DAMAGES (EVEN IF FORESEEABLE), INCLUDING BUT NOT LIMITED TO AS A RESULT OF: (A) YOUR USE OF OR INABILITY TO USE THE SITE, ANY WEBSITES LINKED TO IT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OF ANY OTHER WEBSITES, (B) ANY OF OUR CONTENT, ANY THIRD PARTY CONTENT, OR ANY THIRD PARTY SERVICES AVAILABLE THROUGH THE SITE OR (C) ANY LOSS OF DATA. SHOULD ANY IFC PARTIES BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY WILL NOT EXCEED $100.00 IN THE AGGREGATE.
10. Exclusions and Limitations.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable Law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of liability of the IFC Parties will be the minimum permitted under such applicable Law.
11. Refusal of Service; Modification of Sites; Termination.
We reserve the right to refuse service, deny access, disable or prohibit logins, remove or edit Content (including Third Party Content), limit access to Content, or modify or discontinue the Site or features on the Site in our sole discretion. We reserve the right to provide existing or additional optional services for a fee. Without limiting the generality of the foregoing, we may terminate, suspend, or modify your access to all or part of the Site, without notice, if you violate these Terms or you engage in any conduct that we, in our exclusive discretion, believe is in violation of any applicable Law or is otherwise harmful to the interests of us, any other user of the Site, or any third party.
12. Modifications to Terms.
We may update or change any of the terms and conditions contained in these Terms at any time and in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. If any modification is unacceptable to you, your only recourse is to terminate your use of the Site. Your continued use of the Site following our posting or emailing of a change notice or revised Terms as provided in this section will constitute your binding acceptance of the change. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
These Terms and the relationship between us will be governed by the Laws of the District of Columbia, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the District of Columbia or any other jurisdiction). You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You may only resolve disputes with us on an individual basis and may not bring and expressly waive bringing a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
14. Preservation of Immunities.
Nothing in these terms shall be construed as a limitation upon or a waiver, renunciation or modification of any immunities, privileges or exemptions of IFC accorded under its Articles of Agreement, international convention or any applicable law. Such immunities, privileges or exemptions are specifically reserved.
15. Electronic Communications Notice.
When you use the Site or send emails to us, you are communicating with us electronically. You consent to receiving communications from us electronically. We may communicate with you by email or posting notices on the Site. You agree that all agreements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you do not grant us or wish to withdraw your consent for us to communicate with you electronically, you may not use the Site.
16. Mobile Site.
The Site may include certain services that are available via a mobile device, including (i) the ability to upload content to the Site via a mobile device and (ii) the ability to browse the Site from a mobile device (collectively, the "Mobile Site"). To the extent you access our Service through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain elements of the Mobile Site may be prohibited or restricted by your carrier, and not all aspects of the Mobile Site may work with all carriers or devices. By using the Mobile Site, you agree that we may communicate with you by electronic means and that certain information about your usage of the Mobile Site (such as operating system, service provider and screen resolution) may be communicated to us.
17. Related Agreements and Policies.
a. Privacy Notice. You agree that we may use any information we obtain about you in accordance with our Privacy Notice, which may be found here (the "Privacy Notice"). These Terms incorporate by reference the terms and conditions of the Privacy Notice.
b. Copyright Statement and further disclaimers. By using the Site, you accept and agree to be bound and abide by the Copyright Statement, and any further disclaimers provided on the Site or in connection with reports or information generated by the Services from time to time, incorporated herein by reference.
c. Additional Terms. Your Content uploaded to the Site, or to the ESMS or other Services on the Site, may be subject to additional terms between your employer or client and IFC (collectively, "Additional Terms"), which will be described in a separate agreement or agreements. The Additional Terms will supplement these Terms and will control over any conflict between the Additional Terms and these Terms with respect to Your Content, the Site, or portions thereof, subject to the Additional Terms. Nothing in these Terms shall be construed as a limitation upon or a waiver, renunciation or modification of any rights of IFC under the Additional Terms, if any, which are specifically reserved. Users are responsible for obtaining such Additional Terms as the same may be in effect from time to time.
These Terms, together with the Privacy Notice and any Additional Terms constitute the entire and exclusive agreement between us with respect to their subject matter, and govern your use of the Site, superseding any prior agreements or negotiations between us with respect to that subject matter. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by IFC of any provision of these Terms shall be binding except as set forth in a writing signed by its duly authorized representative. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect.