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ANNEX A

FIRST for Sustainability User Agreement

Effective as of June 1, 2011

The International Finance Corporation (“IFC”) is implementing an initiative aimed at providing a “one-stop shop” for financial institutions to get information, and learn about the benefits of social and environmental risk management and how to identify and take advantage of environmental business opportunities. This initiative is known as FIRST for Sustainability.

The services offered by IFC and sponsors/partners of FIRST for Sustainability in connection with the FIRST for Sustainability initiative include this FIRST for Sustainability website (https://www.firstforsustainability.org and all country-specific versions) (collectively, the “Site”), and such other features, content, services or applications as offered from time to time on or through the Site (collectively, the “Services”).

The following terms constitute an agreement between you the IFC, and the operator of the Site (the IFC, and site operator, are collectively referred to herein as “we” or “us”). The terms of use, as they may be amended from time to time (“Terms of Use”) govern your use of the Site and the provision of Services, both as a visitor and as a registered member.

BY USING THE SITE OR ANY OF THE SERVICES YOU HAVE SIGNIFIED THAT YOU AGREE TO AND ARE BOUND BY THESE TERMS OF USE AS PROVIDED HEREIN AND AS MAY BE AMENDED IN THIS AGREEMENT FROM TIME TO TIME, including that you agree to transact with us electronically, and that you consent to the information practices disclosed in our Privacy Policy. Please note that we make the Site available and offer the Services thereunder “AS IS” and without warranties of any kind.

I.        About the Site

The Site contains a range of information and tools relating to FIRST for Sustainability. There are articles, reports, tools, downloadable forms, photographs, images, and other information and materials that we have written, commissioned or licensed from third parties (“Content”).

II.        Your Information

The Privacy Policy explains the information practices that apply to the information you provide. You consent to the transfer of this information to and within the United States or other countries for processing and storage by us. Additionally, you agree that we, and vendors acting on our behalf, may use your Credentials to authenticate you on any Service or the Site.

III.        Your Information

You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site and Services. You may not attempt to gain unauthorized access to any Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. We reserve our rights to and may take without notice to you any legal and technical remedies to prevent the violation of this provision and to enforce these Terms of Use.

IV.        Limitation on Use of Automated Tools

You may not use any robot, spider, scraper or other automated means or process to access the Site or Services for any purpose without our express, advanced written permission. You agree not to violate any of the robot access policies and acknowledge that any violation of the policies may result in immediate termination of your access to the Site and preclusion of any further access to the Site and Services.

V.        Changes to the Services

We may from time to time add new features, functions and services, substitute a new service for an existing Service, or discontinue an existing Service. Information about any new or forthcoming Services will be included on the Site, and the use of new Services will be governed by these Terms of Use as Services. The IFC reserves its exclusive rights in its sole and exclusive discretion to alter, limit or discontinue the Site or any Service or New Service in any respect. The IFC shall have no obligation to take the needs of any user into consideration in connection therewith.

VI.        Changes to the Terms of Use

These Terms of Use govern your relationship with us and our licensors, sponsors, and partners. Please note that we may change these Terms of Use at any time to reflect changes in the applicable laws, to address new Services or as we otherwise deem appropriate, by posting a revised version of the Terms of Use on the Site. If you disagree with any changes to the Terms of Use, you may discontinue your use of the Services and the Site. Your ongoing use of the Services or of the Site after the changes are posted signifies your continuing agreement to the new terms and to be bound by them. We invite and encourage you to review the Terms of Use regularly.

VII.        Links to Other Sites

The Site and Services provided may include links to other websites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience as a courtesy only and do not mean and do not imply that we endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for access to or the content or accuracy of these other sites.

VIII.        Additional Terms

IX.        No Spam

X.        Your Use of Content

All of the Content available on or through the Services and/or the Site is owned as the case may be by us, our licensors, and our contributors, and is and may be protected by one or more of copyright, trademark, patent, and trade secret laws, or other proprietary rights regimes, and international treaties, and also may have security components that protect digital information. Subject to the terms of this Article VIII, you may print, download, and store articles and other information for your own convenience, but you may not (and you may not permit anyone else to) copy, distribute, modify, exploit, republish (except as permitted in this paragraph), sell, mine, frame, scrape, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any of the Content (unless this is expressly permitted or required by law). Subject to the terms of this Article VIII, you may use the tools and in specific instances Services solely to process your business’ data and review and print the results of such processing. Your use of the Content may be subject to additional restrictions imposed by our licensors or contributors not set forth in these Terms of Use. You shall include all appropriate attributions in connection with your use of Content pursuant to these Terms of Use.

XI.        Linking to this Site.

You generally do not need to obtain permission from us to put a text link on your site that links back to the Site. We request that you notify us of any links you create to our site and we reserve the right, however, to revoke permission to the link at any time in our sole and 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.

XIII.        International Use

If you access the Site and Services from a location outside the U.S., you may be subject to additional requirements from your jurisdiction, including different requirements set forth in the policies posted on the country-specific version of the Site. You are responsible for complying with the laws of all jurisdictions applicable to your use of the Site.

XIV.        We Make No Warranties

THE SITE AND THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR LICENSORS, SPONSORS, AND PARTNERS HEREBY DISCLAIM ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING AND WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT MAY VARY BY JURISDICTION. YOU HAVE THE SOLE AND EXCLUSIVE RESPONSIBILITY FOR VERIFYING THE COMPLETENESS AND ACCURACY OF ALL INFORMATION MADE AVAILABLE ON THE SITE. WE DO NOT, AND OUR LICENSORS, SPONSORS, AND PARTNERS DO NOT WARRANT THAT USE OF THE SITE OR SERVICES WILL BE ERROR-FREE. INFORMATION, DATA, ADVICE AND OPINIONS MADE AVAILABLE ON THE SITE OR THROUGH THE SERVICES ARE INTENDED AS A REFERENCE AND FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT TO BE RELIED UPON. YOU OUGHT TO CONSULT WITH YOUR ATTORNEY, ACCOUNTANT OR OTHER BUSINESS ADVISOR FOR ADVICE SPECIFIC TO YOUR BUSINESS.

XV.        General Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US OR OUR LICENSORS, SPONSORS, OR PARTNERS IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL WE OR OUR LICENSORS, SPONSORS, OR PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITE AND THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR LICENSORS, SPONSORS, OR PARTNERS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW, BUT IN NO EVENT SHALL EXCEED $10,000.

XVI.        Termination

We may terminate and/or suspend your use of the Services or the availability of the Site, without notice, if there has been a violation of these Terms of Use or other policies and terms posted on the Site.

XVII.        Indemnification

You agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, licensors, sponsors, partners, and suppliers, from all liabilities, claims, and expenses, including attorney’s fees that arise from your use or misuse of the Site and the Services. We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

XVIII.        Electronic Contracting and Notices

Your affirmative act of using this Site and/or registering for the Site or Services constitutes your electronic signature to these Terms of Use and your consent to enter into agreements with us electronically. You also agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Services (collectively, “Notices”). We can send you electronic Notices (1) to the e-mail address that you provided to us during registration, or (2) by posting the Notice on the applicable Service or otherwise through the Site. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the applicable Service. You can retrieve an electronic copy and a printable version of this contract by clicking on the “Terms of Use” link on the Site. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

XIX.        Licensors’ and Other Third Parties’ Rights

You acknowledge that the provisions of these Terms of Use are intended to inure to the benefit of our licensors, sponsors, and partners. If you breach any of these Terms of Use, the applicable licensor, sponsor, or partner will be entitled to enforce these Terms of Use directly against you, whether in its name or our name.

XX.        Entire Agreement

This contract and any supplemental terms, policies, rules and guidelines posted on the Site, including, without limitation, the Privacy Policy, and the Services constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. No waiver by the IFC of any provision of this Agreement shall be binding except as set forth in a writing signed by its duly authorized representative.

XXI.        Choice of Law and Location for Resolving Disputes

These Terms of Use will be governed by and interpreted in accordance with the laws of Washington, D.C., U.S.A. These Terms of Use, at our option, may be enforced against you by IFC in the state or federal courts of New York, the courts of the country in which you reside, or any other appropriate jurisdiction, or concurrently in more than one jurisdiction. Subject to the foregoing option, any controversy or claim arising out of or relating to these Terms of Use or that contests the validity of these Terms of Use, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules from time to time in force. The place of arbitration shall be New York, New York and the arbitration shall be conducted in English. The parties hereby waive any rights under any applicable law to appeal any arbitration award or to seek determination of a preliminary point of law with respect to such proceedings. Nothing in these Terms of Use and no submission by us to arbitration shall be construed as a waiver, renunciation or modification of any immunities, privileges or exemptions accorded to IFC under its Articles of Agreement, or any international convention or applicable law.

XXII.        Assignment

We may assign this contract at any time to our parent, any subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. We will post a notice on the Site regarding any change of ownership so that you have the opportunity to discontinue your use of the Site if you do not wish to continue to use the Site and Services under the new ownership. You may not assign this contract to anyone else.

XXIII.        No Agency

Nothing in these Terms of Use will be construed to make us and our licensors, sponsors, or partners, on the one hand, and you, on the other hand, an agent, employee, joint venturer, partner, franchisee-franchisor, or legal representative of the other. No party will have or represent itself to have any authority to bind the other to any obligation.

XXIV.        Export Restrictions

You acknowledge that the FIRST for Sustainability Content and all other systems made available on the Site and all related technical information, documents and materials may be subject to export controls under the U.S. Export Administration Regulations and similar laws of other jurisdictions, as well as trade restrictions and sanctions imposed by the United Nations Security Council in resolutions issued under Chapter VII of the UN Charter. You shall (i) comply strictly with all legal requirements established under these controls and restrictions, (ii) cooperate fully with us in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re-export, divert or transfer, directly or indirectly, any such item or direct product thereof to any country or nation thereof that is embargoed by U.S. law or UN sanctions, unless you have obtained our prior written authorization and the prior written authorization of the U.S. Commerce Department. Upon notice, we may modify this section to conform to changes in the U.S. Export Administration Regulations, UN and other applicable sanctions.

XXV.        Procedures for Making Claims of Copyright Infringement

We respect the valid intellectual property rights of others, and we ask those posting to this Site to do the same. If you believe that your copyrighted work has been copied and is accessible on this Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information:

  1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
  2. A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.
  3. Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published.
  4. Identification of the URL or other specific location on this Site where the material that you claim is infringing is located; you must include enough information to allow us to locate the material.
  5. Your name, address, telephone number, and email address so that we may contact you.
  6. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  7. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Our agent for notice of claims of copyright infringement on this Site can be reached as follows:

FIRST for Sustainability Program Manager
Global Financial Markets Department
International Finance Corporation
2121 Pennsylvania Avenue
Washington, D.C. 20433
USA

If you believe that Content, including User Content has been taken down improperly, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of any judicial district in which the World Bank Group may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
  5. XXVI.        No Endorsement

    The views and opinions on the Site are not necessarily those of the IFC or any of its licensors or partners.

    XXVII.        No Investment Recommendations

    Nothing in this Site or any Materials shall be construed, implicitly or explicitly, as containing any investment recommendations. The World Bank Group, an affiliate of the IFC , and the IFC is not registered under the U.S. Investment Advisers Act of 1940. Accordingly, nothing in such Site, or in such Materials, constitutes an offer of or an invitation by or on behalf of the World Bank Group or IFC to purchase or sell any shares or securities nor should it be considered as investment advice.

    XXVIII.        Trademarks

    All trademarks appearing on the Services are the property of their respective owners, including, without limitation, members of the IFC or its affiliate the World Bank Group. No right, license or interest to such trademarks is granted by these Terms of Use.

    XXIX. XXXII.        Preservation of Immunities

    Nothing herein shall constitute or be considered to be a limitation upon or a waiver of the privileges and immunities of the International Bank for Reconstruction and Development, International Finance Corporation, or any other member of the World Bank Group, which are specifically reserved.


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