Please read these Standard Terms of Use (“Terms”) carefully. By using the Service (defined below) you're agreeing to these Terms, which will result in a legal agreement between you and Seneca ESG (collectively, “Seneca ESG,” “we,” or “us”).
Seneca ESG offers two cloud-based software solutions (EPIC and ZENO) that allow you to create frameworks, delegate reporters, track data collection, perform analysis on a business unit/location or business unit x location basis, audit collected data and/or to conduct impact assessments and custom scoring on investment portfolios, among other functions. The software is part of the platform operated by Seneca ESG and is offered through our websites, including https://www.senecaesg.com and any other websites or mobile applications owned, operated or controlled by Seneca ESG (collectively refer to these as the “Seneca ESG Site,” and together with the EPIC and ZENO software platforms and insights, analytics, and other features we make available through our products and services, the “Service”). Seneca ESG has employees, officers, directors, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Client” according to this Agreement (or “you”).
These Terms, including our Privacy Policy (https://www.senecaesg.com/privacy-policy/) and Seneca ESG copyright and trademarks (collectively, the “Agreement”) define the terms and conditions under which you are allowed to use the Service in accordance with the Agreement, and describe how we will treat your account and the data we collect and process about you and your users while you are a Client. If you do not agree to these Terms, you must immediately discontinue your use of the Service.
Also note that a Client's account may have access to unique features of the Service based on their historic usage or status.
If you have any questions about our Terms, feel free to contact us atinfo@senecaesg.com
I. Account
1. Eligibility
In order to use the Service, you must:
1. be at least thirteen (13) years old and able to enter into contracts;
2. complete the account registration process;
3. agree to these Terms and the other terms and conditions linked in these Terms that form part of the Agreement;
4. provide true, complete, and up-to-date contact and billing information;
5. not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government or United Nations embargo, or that has been designated by the U.S. government or the United Nations as a “terrorist-supporting” country;
6. and not be listed on any U.S. government or United Nations list of prohibited or restricted persons.
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you will not use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
Seneca ESG may refuse service, close accounts of any Clients, and change eligibility requirements at any time.
2. Term
When you sign up for a subscription and agree to these Terms, the Agreement between you and Seneca ESG is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Seneca ESG account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
3. Closing Your Account
You or Seneca ESG may terminate the Agreement at any time and for any reason. You may do so by submitting a written request to terminate your Seneca ESG account or we may do so by giving notice to you that we are terminating the Agreement. We may suspend the Service to you at any time, with or without cause. We will not refund or reimburse you in any situation. If your account is inactive for 24 or more months, we may terminate your account. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it. Usernames are unique and can only be used once. If your account has been terminated, the username may no longer be available for use on any future accounts and may or may not be reclaimed, the decision of which will rest solely with Seneca ESG.
4. Changes
We may change any of the Terms by posting revised Terms on our Seneca ESG Site. Unless you terminate your account, the new Terms will be effective immediately upon posting on the effective date indicated in the new Terms, as applicable, and apply to any continued or new use of the Service. We may change the Service or any features of the Service at any time, and we may discontinue the Service or any features of the Service at any time.
5. Account and Password
You are responsible for keeping your account name and password confidential. You are also responsible for any account that you have access to and any activity occurring in such account (other than activity that Seneca ESG is directly responsible for that is not performed in accordance with your instructions), whether or not you authorized that activity. You will immediately notify us of any unauthorized access or use of your accounts. We are not responsible for any losses due to stolen or hacked passwords. We do not have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.
6. Account Disputes
If a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.
II. Payment
7. Annual subscription
If you sign up for an annual subscription, you will be required to designate your pricing tier (e.g., Basic, Standard, Enterprise). Each tier offers different pricing and feature options based on business unit coverage and/or number of portfolios managed. Once you select your pricing tier, Seneca ESG will never automatically upgrade or downgrade your subscription. Payment for subscription is required before a Seneca ESG account is initiated.
You will always have the option to upgrade to a higher tier at any time. If you decide to upgrade to a higher tier, you will be billed for the excess amount. Upon receipt of payment, changes will be made to upgrade your account. You also have the option to downgrade to a lower tier at any time, but if you elect to downgrade, no refund will be given.
8. Refunds
You will not be entitled to a refund or credit from us under any circumstance. However, we may, at our sole discretion, offer a refund, discount or credit.
9. Billing Changes and Taxes
We may change any of our pricing at any time.
“Tax” or “Taxes” means all applicable taxes, including but not limited to indirect taxes such as goods and services tax (“GST”), value added tax (“VAT”), sales tax, fees, duties, levies, or other similar taxes. Unless otherwise stated, any consideration, amount payable, prices, fees, payment terms and/or any other amounts are exclusive of Taxes. In the event that any amount payable by you to Seneca ESG is subject to Taxes, Seneca ESG shall collect the full amount of those Taxes from you and said collection shall not reduce or somehow impact the amount to which Seneca ESG is entitled. You will reimburse and indemnify Seneca ESG for any Taxes, interest, and penalties that Seneca ESG may be compelled to pay on account of your non-payment. You must pay any applicable Taxes. In the event that any payments and/or amount payable by you to Seneca ESG is subject to (i) any withholding or similar tax; (ii) any Taxes not collected by Seneca ESG; or (iii) any other Taxes or other government levy of whatever nature, the full amount of that tax or levy shall be solely your responsibility and shall not reduce the amount to which Seneca ESG is entitled under the Agreement. You will indemnify and hold Seneca ESG harmless against any and all claims by any competent tax authority related to any such withholding or similar taxes and any penalties and/or interest thereon.
III. Rights
10. Feedback and Proprietary Rights
We own all proprietary rights in the Service and Seneca ESG Site, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service and Seneca ESG Site.
You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit to Seneca ESG in the course of using the Service or which Seneca ESG otherwise retrieves or accesses at your direction or with your permission (collectively, your “Content”). Subject to these Terms, you grant us permission to use or disclose your Content only as necessary to provide the Service to you and/or as otherwise permitted by these Terms.
11. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.
You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.
12. Privacy
Your privacy is important to us. Please read our Privacy Policy at https://www.senecaesg.com/privacy-policy/for information regarding how we collect, use, and disclose your personal information and the privacy rights available to you when you use and interact with the Service.
For the purposes of privacy and data protection laws, for much of the personal information we process when providing the Service, we act as your processor or service. However, there are certain instances, as more fully described in our Privacy Policy, where we process information, including Content and other data from Client accounts, as a controller to provide and develop the Service and for other important business purposes (e.g., for administrative, security, and product improvement purposes).
When we, as a controller, process data that originates from the European Economic Area, UK, or Switzerland in a country that has not been found to provide an adequate level of protection under applicable data protection laws, we shall process such data in compliance with the standard contractual clauses between controllers annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021, or the equivalent clauses adopted by the UK Government, and currently located here (the “Controller-to-Controller Clauses”). The terms of the Controller-to-Controller Clauses are incorporated herein by reference and form an integral part of the Agreement between you and Seneca ESG.
13. Right to Review Content, Datasets and Portfolios
We may view, copy, and internally distribute Content from your frameworks, data sets, portfolios, your Third-Party Integrations (as defined below) and your account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service, among other uses permitted by these Terms or our Privacy Policy. For instance, we use these Tools to find Clients who violate these Terms or applicable laws and to study data internally to make the Service smarter and create better experiences for Clients. We may aggregate and anonymize data, including data from your Content to create statistical information. We own all such aggregated and anonymized data and may use it, including, but not limited to, operating, analyzing, improving, or marketing our products and services and sharing such data externally for research, marketing, or other lawful purposes.
IV. Rules and abuse
14. General Rules
By agreeing to these Terms, you promise to follow these rules:
- If you use our API, you’ll comply with our API Use Policy, which forms part of these Terms.
Seneca ESG doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you create, manage or otherwise distribute any Content that we determine, in our sole discretion, contains either of the following:
- A Threat of Physical Harm. This means any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
- Hateful Content. This means any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:
- an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
- a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
- a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
Seneca ESG also does not allow the distribution of Content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.
If you violate any of these rules, then we may issue a warning to, suspend, or terminate your account.
15. Reporting Abuse
If you think anyone is violating any of these Terms, please notify us immediately. If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us via info@senecaesg.com.
16. Bandwidth Abuse/Throttling
You may only use our bandwidth for your Content, Datasets and Portfolios. We provide image and data hosting only for your use of the Service, so you may not host images or data on our servers for anything else. We may throttle your sending or connection through our API at our discretion.
17. Compliance with Laws
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLBA, Data Protection Laws, United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we will not be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children's Online Privacy Protection Act, or any other applicable laws.
If you collect any personal information pertaining to a minor and store such information within your Seneca ESG account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.
You agree, represent, and warrant to Seneca ESG that:
- You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that (a) satisfies the requirements of applicable Data Protection Laws, (b) describes your use of the Service, and (c) includes a link to our Privacy Policy (https://www.senecaesg.com/privacy-policy/).
- You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Seneca ESG and to enable such data to be lawfully collected, processed, and shared by Seneca ESG for the purposes of providing the Service or as otherwise directed by you.
- You will provide all notices and obtain all necessary consents required by applicable Data Protection Laws to enable Seneca ESG to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users in accordance with and as described in our Privacy Policy.
In addition, if you are subject to EU Data Protection, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your contacts made under EU Data Protection Law, or, alternatively, we may direct any such contacts to you so that you can respond to the request accordingly.
V. Liability
18. Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Seneca ESG Site; (ii) we and our Team will not be liable for any indirect, punitive, special, or consequential damages, including any loss of data, profits, revenues, business opportunities, goodwill, or anticipated savings under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, the total liability of Seneca ESG and our third-party providers, licensors, distributors, or suppliers to you arising out of or relating to the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
19. No Warranties
Except as expressly stated in these Terms, the Service is provided as-is and we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but is not limited to, warranties of merchantability and fitness for a particular purpose, data loss, merchantability, or non-infringement or any warranties with respect to the accuracy, reliability, or availability of any content or information made available in or through the Service, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Clients use the Service for a variety of reasons, we cannot guarantee that it will meet your specific needs.
20. Indemnity
You agree to indemnify and hold us and our Team harmless from any losses, damages, judgments, fines, and costs, including legal fees and expenses in connection with any claims you make that are not allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, damages, judgments, fines, and costs, including legal fees and expenses, in connection with any claims arising out of or relating to (i) your Content, datasets or portfolios, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any terms of the Agreement, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.
21. Equitable Relief
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
22. Subpoena Fees
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
23. Disclaimers
We and our Team aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Clients, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.
VI. Other Matters
24. Assignments
You may not assign any of your rights under the Agreement to anyone else. We may assign the Agreement and any of our rights and obligations hereunder to any other individual or entity at our discretion.
25. Choice of Law and Dispute resolution
This Agreement shall be governed by and construed in accordance with the laws of Singapore (without regard to principles of conflicts of law). Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Judicial System of Singapore in force when the notice of arbitration is submitted. There shall be one arbitrator assigned to hear such dispute, and the arbitration proceeding shall be conducted in English. The result of such arbitration shall be final and binding for the Parties and for all purposes. Arbitration shall not be deemed a waiver of Seneca ESG’s right to seek injunctive relief in any court of competent jurisdiction as provided for in this Agreement. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. In case of litigation, each of the Parties hereto submits to the exclusive jurisdiction of Singapore, in any action or proceeding arising out of, or relating to, this Agreement, agrees that all claims in respect of the action or proceeding may be heard and determined in Singapore court and agrees not to bring any action or proceeding arising out of, or relating to, this Agreement in any other court. Each Party agrees that a final judgment in any action or proceeding so brought may be enforced by suit on the judgment or in any other manner provided by law. Each of the Parties hereto irrevocably waives the right to trial by jury with respect to any action relating to or arising out of or in connection with this Agreement.
26. Force Majeure
We will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
27. Survivability
Even if the Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Dispute Resolution, Choice of Law, Severability, and Entire Agreement.
28. Severability
If it turns out that a section of these Terms is not enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
29. Interpretation
The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms will not affect the way the Agreement is interpreted.
30. Waiver
If we do not immediately take action on a violation of these Terms, we are not giving up any rights under the Terms, and we may still take action at some point.
31. No Changes in Terms at Request of Client
Because we have so many Clients, we cannot change these Terms for any one Client or group.
32. Further Actions
You will provide all documents and take any actions necessary to meet your obligations under these Terms.
33. Notification of Security Incident
If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we will notify you if required by law. In that event, we will also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we are prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Seneca ESG for such incident.
34. Beta Services
From time to time, (i) we may invite you to try products or features related to our Service that are not generally available to all of our Clients or the public or (ii) we may release products or features related to our Service that are identified in the App as beta, preview, pilot, limited release, or by a similar designation (collectively, “Beta Services”). Beta Services may be provided for evaluation or testing purposes only, and, therefore, may contain bugs or errors, and may not be as reliable as other features of the Service. The Beta Services are provided as-is. Your use of such features may include additional rules or restrictions that we may place on their use. We may discontinue Beta Services at any time in our sole discretion, and we may decide not to make Beta Services generally available. For the avoidance of doubt, Beta Services are a part of the Service, and, therefore, are subject to the terms of the Agreement.
35. Notices
Any notice to you will be effective when we send it to the last email or physical address you gave us. Please note that, for purposes of providing notice, we may use any email or physical address within your account, including contact information associated with an account’s primary contact, billing contact, owner profile, or any other profile or seat associated with the account. Any notice to us will be effective when delivered to us both via email:info@senecaesg.comand via mail: Seneca ESG Technologies Pte. Ltd., 133 New Bridge Road #10-03, Chinatown Point, Singapore 059413.
36. Entire Agreement
The Agreement, including these Terms and any Additional Terms you have agreed to, make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate or use the feature of the Service.
Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.
Updated and effective as of September 1, 2022.