TERMS OF CONTRIBUTION

These conditions apply to your data and materials ("Your Contribution"), collected for a data repository owned and managed by the GIIN. By opting in via the check box you indicate your acceptance to be bound by these terms.

You and the GIIN agree as follows:

Your Contribution
1. The term "Your Contribution" includes any electronic data file or any other material or information submitted by you (directly or indirectly), to the GIIN via any of the platforms owned by the GIIN (including the GIIN Member Portal or the IRIS+ List or any platform acquired by the GIIN) and including discussions or correspondence with GIIN.
2. You hereby grant the GIIN a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, fully transferable (with the right to grant sublicenses through multiple tiers) license to (1) store, clean, model, analyze, and use data included in Your Contribution along with similar data provided by other contributors and (2) reproduce, publish, create derivative works of, perform, display and distribute (including digital distribution of) Your Contribution in an aggregate form in any reports, statistical summaries, analysis results, other statistical derivatives and impact performance tools (including but not limited to optimization products, benchmarks, indices, performance visualization tools, etc.) that the GIIN may prepare from time to time (the foregoing permitted uses, each a "Permitted Use").
3. You 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.
4. You agree that the GIIN has the right to reject any data in Your Contribution, including but not limited to in the event that the GIIN discovers manifest error or data cleaning anomalies in Your Contribution. You further agree that the GIIN may alter the form of Your Contribution, but may only alter the content of Your Contribution if you provide written permission for the GIIN to do so..
5. Subject to those rights expressly granted to the GIIN in these terms, you retain all your ownership rights in Your Contribution. All rights not expressly granted by you are reserved.
Representations
1. GIIN hereby represents that:
  1. The GIIN maintains the confidentiality, anonymity and security of Your Contribution, employing the same degree of care that it would to its own similar data.
  2. 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.
  3. The GIIN ensures that no person is provided access to the original source data that forms Your Contribution (that is, ‘raw’, non-anonymized, and identifiable), except for GIIN Affiliates, who have been specifically authorized by the GIIN as necessary for the Permitted Use, and for creating and maintaining the repository. In each person’s case, they have been made aware of the extremely confidential nature of Your Contribution and have similarly executed confidentiality undertakings. A "GIIN Affiliate" means 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.
  4. 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 sample characteristics for example regional information, industry information, areas of investment and others that do not infringe upon the anonymity of an individual organization) will not be included in any publication or display that the GIIN makes available publicly or to any third party unless you have specifically opted-in to sharing specific elements of Your Contribution and then only related to that specific element.
  5. The GIIN and Affiliates shall not make any public statement regarding Your Contribution without either your prior written consent, or you have opted-in to sharing specific elements of Your Contribution and then only related to that specific element, or when you opt-in to the use of your organization’s name in a list of research participants in any public dissemination of research findings or performance tools. Again, such listing of your participation will not be done in a way that identifies any specific individuals, infer, or associates data with specific funds or organizations.
2. You hereby represent that:
  1. 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;
  2. 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);
  3. 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
  4. 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.
1. As part of the registration process, you will select a password and a username. You will 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.
2. 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.
3. 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.
4. The GIIN has the right to terminate your account at any time, in the GIIN's sole discretion.
Indemnification of the GIIN.
1. 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.
1. 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 outside the Permitted Use. The GIIN shall cooperate as fully as reasonably required in the defense of any such claim.
The GIIN's Disclaimer.
1. 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.
1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, 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. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE GIIN HEREBY ACKNOWLEDGES THAT USE OF SUCH MATERIALS IS AT THE GIIN'S SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, 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.
Arbitration.
1. 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 (“AAA”). 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.
1. 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. 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.
Modification; Waiver.
1. 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.
1. 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.
1. 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.
1. 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.