• 3.1 The following payment terms apply, unless ESG Vault agrees with you on alternative payment terms in writing:
  1. Payments will be billed to you in U.S. dollars.
  2. You must pay with one of the following:
  1. A valid credit card acceptable to ESG Vault;
  2. A valid debit card acceptable to ESG Vault;
  3. Direct electronic bank transfer or Paper checks (available only if invoice payment terms are acceptable to ESG Vault).
• 3 If you select to pay via credit card or debit card, your card will be debited when you provide your card information on the Payment screens of the website. If you have been approved for direct bank transfer/paper checks, ESG Vault will issue electronic invoice(s) to you on a periodic basis, which could be weekly, biweekly, or monthly. An electronic invoice might consolidate payments across multiple sites, projects, or time periods. Each electronic invoice is due to be paid within 10 days of its issuance date, unless different invoice payment terms have been negotiated on a case-by-case basis. Interest will be charged on unpaid balances at the rate of 1.5% per week, beginning 30 days from the invoice issuance date. At any point in time, ESG Vault may suspend Services to you without liability until all past due amounts have been paid in full.
• 4 If your payment and/or user registration information is not accurate, current, and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

• 4.1 Use of some of our Services may be available through a compatible mobile device with Internet access. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees (including message and data rates) as well as the terms of your agreement with your mobile device and telecommunications provider.
• 4.2 ESG VAULT MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO:
  1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
  2. ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
  3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

• 6.1 Responsibility for Content and Use of the Services.
  1. Content includes any data, information, materials, text, graphics, images, music, software (including compatible mobile apps), audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content provided by ESG Vault and any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant ESG Vault a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures regarding your Content. ESG Vault is not responsible for any of your Content that you submit through the Services.
  2. You agree not to use, nor permit any third party to use, the Services to access, upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
  1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages "flaming" others or criminal or civil liability under any local, state, federal or foreign law;
  2. Content that would impersonate someone else or falsely represent your identity, company association, or affiliation, or that may constitute a breach of any individual’s or company’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
  3. Virus, Trojan horse, worm or other disruptive or harmful software or data; and
  4. Any Content that you do not own or have the right to use or have since lost the right to use without permission from the Content owners thereof (for example, Content related to your former employer).
  3. You are the only person authorized to use your User ID and Password and are responsible for maintaining the confidentiality of your User ID and Password. You shall not permit or allow other persons to have access to or use your User ID and Password. You are responsible for the use of the Services under your User ID.
• 6.2 Restricted Use of the Services.
  1. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of ESG Vault or could subject ESG Vault to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in ESG Vault’s opinion, is prohibited under this Agreement; (v) any other activity that places ESG Vault in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an ESG Vault system or network or to breach ESG Vault’s security or authentication measures, whether by passive or intrusive techniques. ESG Vault reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
• 6.3 Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. ESG Vault does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which ESG Vault is not responsible.
• 6.4 ESG Vault may freely use feedback you provide. You agree that ESG Vault may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant ESG Vault a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
• 6.5 ESG Vault may monitor Content. ESG Vault may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect ESG Vault or its customers, or operate the Services properly. ESG Vault, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

• 7.1 ESG Vault does not give professional advice. ESG Vault is not in the business of providing engineering, technical, regulatory, legal, financial, accounting, or other professional recommendations or advice. Consult the services of a competent professional when you need this type of assistance.
• 7.2 We may tell you about Other ESG Vault Services. You may be offered other services, products, or promotions by ESG Vault ("Other Services"). Additional terms and conditions and fees may apply. You grant ESG Vault permission to use information about your business and experience to help us to provide the Other Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Services.
• 7.3 Communications. You agree that ESG Vault may send communications to you via email or by posting them on our website.
• 7.4 You will manage your passwords and accept verification requests and updates. You are responsible for securely managing your password(s) for the Services and to contact ESG Vault if you become aware of any unauthorized access to your account. The Services may periodically require you to verify that you still have access to your registered company email address, and ESG Vault may suspend or terminate your access to Services with no liability if you fail to verify and authenticate registered email access. The Services may also be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

• 8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ESG VAULT, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. ESG VAULT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
• 8.2 ESG VAULT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

• 9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF ESG VAULT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE THIRTY (30) DAYS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, ESG VAULT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET ESG VAULT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF ESG VAULT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF ESG VAULT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
• 9.2 You agree to indemnify and hold ESG Vault and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). ESG Vault reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by ESG Vault in the defense of any Claims.

We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

ESG Vault may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable ESG Vault policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with ESG Vault’s interests or those of another user of the Services. Upon ESG Vault’s notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect ESG Vault’s rights to any payments due to it. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

You acknowledge that the Services, its related website and online services, including the mobile application(s), and Other Services delivered by ESG Vault are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and applicable country or local laws to the extent compatible with US laws. You agree that you will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws and regulations, directly or indirectly.

Texas state law governs this Agreement without regard to its conflict of laws provisions.

Most disagreements can be resolved informally and efficiently by contacting our customer support team.

1. YOU AND ESG VAULT AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT (A “CLAIM” ) WILL BE DETERMINED BY BINDING ARBITRATION OR SMALL CLAIMS COURT, INSTEAD OF IN COURTS OF GENERAL JURISDICTION.
2. Small Claims Court. Either you or ESG Vault can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or ESG Vault may seek to have a Claim resolved in small claims court in your county of residence (if in Texas) or another small claims court in Texas.
3. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and ESG Vault are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your Services.
4. Notice of Claim. If you elect to seek arbitration, you must first send to ESG Vault a written Notice of your Claim ( "Notice of Claim" ). The Notice of Claim to ESG Vault should be sent in care of our registered agent Sid Rajmohan Holdings LLC at 6206 Southcott Court, Katy, Texas 77450. The Notice of Claim should include both the mailing address and email address you would like ESG Vault to use to contact you. If ESG Vault elects to seek arbitration, it will send, by certified mail or email, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by ESG Vault, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific amount of damages or other relief sought.
5. Informal Resolution. You and ESG Vault agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and ESG Vault therefore agree that, after a Notice of Claim is sent but before either you or ESG Vault commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if ESG Vault is represented by counsel, its counsel may participate in the conference as well, but ESG Vault agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
6. Commencing Arbitration or Small Claims Proceedings. If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or ESG Vault may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a claim in small claims court unless you and ESG Vault are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with ESG Vault during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and ESG Vault agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association ( “AAA” ) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless ESG Vault and you agree otherwise, any arbitration hearings will take place in Texas.
7. Arbitration Proceedings: Arbitrators. The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Texas and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided in Section 14(i) below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
8. Arbitration Proceedings: Administrative Conference. The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an ESG Vault company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
9. Arbitration Proceedings: Decisions. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
10. Injunctive and Declaratory Relief. Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or ESG Vault and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or ESG Vault prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
11. Arbitration Fees and Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or ESG Vault, and you and ESG Vault waive any objection to such fee modification.
12. Class Action Waiver. YOU AND ESG VAULT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if you have elected arbitration, unless both you and ESG Vault agree otherwise, the arbitrator may not consolidate any other person's or company’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If ESG Vault believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this Section 14(i), then you agree that ESG Vault may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Section 14 (Disputes) shall be null and void.

This Agreement, including the Additional Terms below, is the entire agreement between you and ESG Vault regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of ESG Vault. However, ESG Vault may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by ESG Vault or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact ESG Vault via an email to: support@esgvault.com.