Thank you for your interest in contributing your data to the Global Impact and Investing Network (the "GIIN"), a special project of Rockefeller Philanthropy Advisors, Inc., for inclusion in the Impact Reporting and Investment Standards ("IRIS") data aggregator. By contributing your data, you are helping to develop and to propagate a common reporting framework for describing the social performance of impact investments. In addition, your data will help us provide benchmarking information to IRIS adopting institutions and disseminate reporting and analysis of industry data more broadly. These developments will ensure the continued progress of the impact investing industry by enabling investments to be made with greater rigor and thus improving the performance and impact of the entire field.
In order to ensure the proper use of your data and to maximize the effectiveness of the IRIS data aggregator, you and the GIIN agree to comply with the Terms of Contribution described below.
TERMS OF CONTRIBUTION
You and the GIIN therefore agree as follows:
- Your Contribution.
- The term "Your Contribution" includes any electronic data file or any other material or information submitted by you (directly or indirectly), to the GIIN including any information obtained by the GIIN from discussions or correspondence with you.
- You hereby grant the GIIN a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to house, model, analyze, and use data included in Your Contribution along with similar data provided by other contributors and reproduce, publish, display and distribute such data in an Aggregate Form (as defined below) or any reports, statistical summaries, analysis results, and other statistical derivatives that the GIIN may prepare from time to time; provided, however, that your organization's, and any organization whose data is included in Your Contribution, name or street address or any other individual data or identifying information of any kind (other than regional information, industry information, areas of investment and other characteristics that do not infringe upon the anonymity of an individual organization) will not be included in any publication that the GIIN makes available to any third party (the foregoing permitted uses, each a "Permitted Use"). The use by the GIIN of Your Contribution beyond the Permitted Uses shall automatically terminate this license without further action of any party. As used herein, presentation in an "Aggregate Form" shall mean within a set of five or more data points.
- The GIIN may not sublicense or transfer the license provided by these terms, provided, however that the GIIN may sublicense or transfer such license to a GIIN Affiliate as defined herein. A "GIIN Affiliate" shall mean any person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the GIIN.
- The GIIN expressly warrants that it will not use Your Contribution to produce customized benchmarking materials or similar reports prepared at the request of individual companies or funds. All rights not expressly granted are reserved.
- You hereby agree that the GIIN has no duty to consult with, obtain the consent of, pay or render an accounting to you for any Permitted Use of Your Contribution. However, the GIIN shall obtain your written consent prior to using Your Contribution beyond the scope of the Permitted Uses, including by providing direct access to third parties to the data included in Your Contribution to search, index or create custom reports from such data, either alone, or together with, any data provided by other contributors.
- You hereby agree that the GIIN has the right to reject any data in Your Contribution, including in the event that the GIIN discovers manifest error in Your Contribution. You further agree that the GIIN may alter the form, but not the content of Your Contribution.
- Subject to those rights expressly granted to the GIIN in these terms, you retain all of your ownership rights in Your Contribution.
- Representations. You hereby represent that:
- You have the right and authority to grant to the GIIN the rights granted to the GIIN in these terms and the GIIN's exercise of its rights granted by these terms in Your Contribution, to the full extent of such rights, will not violate any third party's rights with respect to Your Contribution;
- Your Contribution to the GIIN is not libelous or defamatory and does not violate any laws or any third party's rights (including intellectual property rights).
- While Your Contribution is obtained from sources you believe to be reliable, you do not perform an audit and undertake no duty of due diligence or independent verification of any information you receive; and
- If you are agreeing to these terms on behalf of an entity, you are authorized to do so on behalf of that entity.
- Your Account.
- As part of the registration process, the GIIN will select a password and a username for you. You will also give the GIIN certain registration information, all of which must be accurate and kept current. You shall be responsible for maintaining the confidentiality of your username and password.
- You shall notify the GIIN in a timely manner of any known or suspected unauthorized use of your account, or any known or suspected breach of security, including loss, theft, or unauthorized use or disclosure of your password.
- You are responsible for all usage or activity on your account, including use of the account by any third party authorized by you to use your username and password.
- The GIIN has the right to terminate your account at any time, in the GIIN's sole discretion.
- Indemnification of the GIIN.Except in the case that the GIIN has engaged in gross negligence, fraud or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, you shall indemnify the GIIN and all of the GIIN's officers, employees, directors, owners, agents, affiliates, licensors and licensees (collectively, the "GIIN Indemnified Parties") from and against any and all losses and liabilities, including, without limitation, reasonable attorneys' fees incurred by the GIIN Indemnified Parties in connection with any claim arising from or related to your breach of these terms or the GIIN's Permitted Use of Your Contribution. You shall cooperate as fully as reasonably required in the defense of any such claim.
- Indemnification of You and Limitation of Liability for the GIIN. Except in the case that you have engaged in gross negligence, fraud or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, the GIIN shall indemnify you and all of your officers, employees, directors, owners, agents, affiliates, licensors and licensees (collectively, "Your Indemnified Parties") from and against any and all losses and liabilities, including, without limitation, reasonable attorneys' fees incurred by Your Indemnified Parties in connection with any claim arising from or related to the GIIN's breach of these terms or the GIIN's use of your contribution. The GIIN shall cooperate as fully as reasonably required in the defense of any such claim.
- The GIIN's Disclaimer. MATERIALS PROVIDED BY THE GIIN TO ASSIST YOU IN YOUR CONTRIBUTION ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, COMPLETENESS, TIMELINESS, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU HEREBY ACKNOWLEDGE THAT USE OF SUCH MATERIALS IS AT YOUR SOLE RISK. THE GIIN MAKES NO REPRESENTATIONS AS TO THE CONDUCT OF RECIPIENTS OF THE GIIN'S PUBLICATIONS, INCLUDING WITH RESPECT TO THEIR ABILITY TO MANIPULATE OR REVERSE ENGINEER DATA FROM THE GIIN'S PUBLICATIONS TO IDENTIFY CONTRIBUTORS OF SUCH DATA. IN ADDITION, THE GIIN MAKES NO REPRESENTATIONS AS TO ITS RIGHTS UNDER ANY USER AGREEMENT OR ITS ABILITY OR DESIRE TO ENFORCE THOSE RIGHTS TO PREVENT AN UNAUTHORIZED USE OF THE GIIN'S PUBLICATIONS.
- Your Disclaimer. MATERIALS CONTRIBUTED BY YOU ARE ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, COMPLETENESS, TIMELINESS, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR ACCURACY FOR A PARTICULAR PURPOSE. THE GIIN HEREBY ACKNOWLEDGES THAT USE OF SUCH MATERIALS IS AT THE GIIN'S SOLE RISK. YOU MAKE NO REPRESENTATIONS AS TO THE CONDUCT OF CONTRIBUTORS OF INFORMATION AND RECIPIENTS OF YOUR CONTRIBUTION. RELATED ANALYSES, INCLUDING RATINGS, AND STATEMENTS IN YOUR CONTRIBUTION ARE STATEMENTS OF OPINION AS OF THE DATE THEY ARE EXPRESSED AND NOT STATEMENTS OF FACT OR RECOMMENDATIONS TO PURCHASE, HOLD, OR SELL ANY SECURITIES OR TO MAKE ANY INVESTMENT DECISIONS. YOU ASSUME NO OBLIGATION TO UPDATE YOUR CONTRIBUTION FOLLOWING PUBLICATION IN ANY FORM OR FORMAT. THE GIIN ACKNOWLEDGES THAT YOUR CONTRIBUTION SHOULD NOT BE RELIED ON AND IS NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND EXPERIENCE OF THE USER, ITS MANAGEMENT, EMPLOYEES, ADVISORS AND/OR CLIENTS WHEN MAKING INVESTMENT AND OTHER BUSINESS DECISIONS. YOUR CONTRIBUTION IS FOR INFORMATIONAL PURPOSES AND IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND MAY NOT BE RELIED UPON IN CONNECTION WITH THE PURCHASE OR SALE OF ANY SECURITY. YOU DO NOT ACT AS A FIDUCIARY OR AN INVESTMENT ADVISOR. YOU RESERVE THE RIGHT TO DISSEMINATE YOUR OPINIONS AND ANALYSES.
- Confidentiality and Data Security. To prevent unauthorized access, maintain data accuracy and ensure the correct use of Your Contribution, the GIIN has put in place what the GIIN believes to be reasonable physical, electronic and managerial procedures to safeguard and secure Your Contribution.
- Arbitration. The parties shall resolve any dispute arising out of or relating to these terms by arbitration in New York City, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. There shall be one arbitrator selected according to the list method administered by the AAA. The arbitrator's award shall be final and may be confirmed by the judgment of a state or federal court in New York City. The expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be paid as the arbitrator determines. The decision of the arbitrator may be entered by any court of competent jurisdiction. The parties agree that submission to arbitration under this section 9 shall not preclude the jurisdiction of competent state and federal courts for the purposes of any judicial proceedings to obtain interim measures or injunctive relief in aid of the arbitration or judicial proceedings to confirm or enforce the award.
- Assignment. These terms, and any rights and licenses granted hereunder are personal to the GIIN, and the GIIN may not transfer or assign your rights or obligations without your written consent; provided, however, that the GIIN may transfer any rights or obligations granted hereunder to any GIIN Affiliate without obtaining such consent.
- Modification; Waiver. No amendment of these terms will be effective unless it is in writing and signed by the parties. No waiver of satisfaction of a condition or nonperformance of an obligation under these terms will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver or satisfaction of any other condition or nonperformance of any other obligation.
- Entire Agreement. These terms constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof. If any provision in these terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.
- Governing Law. These terms and all disputes or controversies arising out of or relating to these terms or Your Contribution shall be governed by, and construed in accordance with, the laws of the state of New York without regard to conflicts of laws provisions that would require the laws of another jurisdiction to apply.
- Severability. No joint venture, partnership, employment, or agency relationship exists between you and the GIIN as a result of these terms. If any provision of these terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.