These are the terms and conditions for:

• www.ga-institute.com
• www.sustainabilityHQ.com
• www.ga-institute.com/Sustainability-Update

The following terms and conditions apply to our websites and services offered by G&A Institute. By using our websites and services, you agree to be bound by these terms and conditions and our privacy policy.

In these terms and conditions, the words "website(s)", refer to G&A Institute’s websites as listed above, "we", "us", "our", and "G&A Institute", refers to G&A Institute, Inc., and "customer", and "user", refers to you, the user or customer of G&A Institute.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OR OBTAINING ANY INFORMATION OR SERVICES FROM G&A INSTITUTE.

1. Acceptance of Terms

This agreement sets forth the legally binding terms for your use of our websites and services offered by G&A Institute. By accessing and using our websites and services, you agree to abide by the provisions of this agreement. If you do not agree to these terms, you must refrain from using our websites and services. We reserve the right to modify this agreement at any time, and such modifications shall be effective upon posting on our websites. By continuing to use our websites and services following the posting of any modifications, you agree to be bound by the updated terms; therefore, it is important that you review this agreement periodically.

G&A Institute reserves the right, in its sole discretion, to refuse to provide services to any user or customer and to modify its eligibility criteria at any time. This provision shall be inapplicable in those jurisdictions where it is prohibited by law and, in such cases, the right to access our websites and services will be revoked.

By using our websites and services, you represent and warrant that you have full power, authority and capacity to enter into this agreement and to perform all obligations hereunder. You further represent and warrant that you are not subject to any legal incapacity or contractual restriction that would prevent you from entering into this agreement.

2. Communications and Newsletters

By using the G&A Institute website and voluntarily providing your contact information through the forms available or by downloading the resources offered, you expressly consent to and authorize G&A Institute to send you communications by email. These communications may include information related to services, content, research, publications, events, educational activities, collaboration opportunities, as well as promotional or informational messages on topics related to corporate sustainability, ESG metrics, and other areas of institutional interest.

In order to manage and automate the sending of these communications, the data provided by the user may be processed using tools and platforms used by G&A Institute for the administration of mass mailings, with full respect for the confidentiality and security of the information. Such data is used exclusively for the purposes of communication authorized by the user.

The user may cancel their subscription at any time by clicking on the “unsubscribe” option at the bottom of each message sent, or by sending an express request through the contact channels indicated on our websites. Once the request has been received, G&A Institute will stop sending communications to the user, unless they give their consent again in the future.

3. Limitation of Liability

G&A Institute provides our websites and all content, materials, and services available through it solely for informational, educational, and professional outreach purposes. Although G&A Institute makes reasonable efforts to ensure the quality, currency, accuracy, and reliability of the information posted, it does not guarantee or assume responsibility for the accuracy, completeness, currency, availability, suitability, or truthfulness of the content provided. You expressly acknowledge that your use of our websites, its resources, tools, and content is at your sole risk.

To the fullest extent permitted by applicable law, G&A Institute will not be liable under any circumstances for any direct, indirect, incidental, special, punitive, exemplary, or consequential damages, including, but not limited to, loss of profits, business interruption, loss of data or information, or other economic or reputational loss arising from your access to, use of, or inability to use our websites, or your reliance on the information, content, or services provided on our websites, among others, loss of profits, interruption of activities, loss of business opportunities, data or information, or any other economic or reputational damage resulting from access to, use of, inability to use, reliance on, or incorrect interpretation or use of our websites, its content or any resource downloaded or provided through it, regardless of whether G&A Institute has been advised of the possibility of such damages.

Furthermore, G&A Institute does not guarantee that access to our websites will be continuous, uninterrupted, error-free or secure, nor that the files or materials downloaded are free of viruses, malicious code or other harmful elements. It is the user's responsibility to implement the appropriate technical and organizational measures to protect their own devices, systems and information.

G&A Institute shall not be liable for any misuse, illegal or unauthorized use that users or third parties may make of the information available on the site, nor for any decisions made by users based on such information. Similarly, G&A Institute assumes no responsibility for the information or content of third parties that may be linked from our websites, nor for the services provided by external providers who collaborate in the operation of the site or in the sending of communications.

Access to certain resources on the site may require the provision of personal data by the user. G&A Institute shall not be liable for any unauthorized access or use of such data resulting from negligence on the part of the user, such as sharing devices, failure to take reasonable security measures, or failure to comply with these terms.

In no event shall these provisions limit any rights that are inalienable and belong to the user under applicable consumer protection or personal data protection laws. This limitation of liability shall remain in effect even if any other provision of the terms and conditions is deemed invalid or unenforceable.

4. Copyright

All content included on the G&A Institute website, as well as resources available for viewing, downloading or consultation, including, but not limited to, text, reports, graphics, logos, images, presentations, technical documents, educational materials, publications, source codes, databases, compilations, visual elements, site design, navigation structure, interactive materials and any other protected works, are the exclusive property of G&A Institute or are licensed to it and are protected by national and international intellectual property laws, including copyright, trademarks, related rights, and applicable international treaties.

Any reproduction, distribution, modification, publication, retransmission, public display, translation, adaptation, creation of derivative works, sale, rental, transfer or any other form of exploitation, in whole or in part, of the content of our websites without the prior express written consent of G&A Institute is strictly prohibited, except in cases expressly authorized by law. The fact that certain materials are available for download on our websites does not imply, in any case, a transfer of rights or a tacit license for use for purposes other than strictly personal, informational, and non-commercial use by the user.

Any unauthorized use of the contents may constitute an infringement of the intellectual property rights of G&A Institute and will give rise to the appropriate legal actions. G&A Institute reserves the right to restrict, revoke or suspend access to the contents or resources of our websites when it detects or has reasonable grounds to suspect misuse thereof, without prejudice to any civil, administrative or criminal liability that may arise.

Likewise, the user undertakes to respect all copyright notices, registered trademarks and any other proprietary notices appearing on our websites, and to refrain from deleting or altering such notices or mentions in any copy of the content authorized for use under these terms.

5. Copyright Infringement

G&A Institute will respond to all inquiries, complaints and claims regarding alleged infringement for failure to comply with or violation of the provisions contained in the Digital Millennium Copyright Act (DMCA). G&A Institute respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any material provided on or in connection with our websites infringes your copyright or other intellectual property right, please send us your copyright infringement request pursuant to Section 512 of the Digital Millennium Copyright Act (DMCA), via our contact information, with the following information:

• Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers or a statement regarding ownership of the work should be included.
• A statement that specifically identifies the location of the infringing material, in sufficient detail so that G&A Institute can find it on our websites.
• Your name, address, telephone number and email address.
• A statement by you that you have a good faith belief that the use of the allegedly infringing material is not authorized by the copyright owner, or its agents, or by law.
• A statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or authorized to act on its behalf.
• An electronic or physical signature of the copyright owner or of the person authorized to act on the copyright owner's behalf.

6. Personal Data

Any personal information you submit in connection with your use of our websites and our services will be used in accordance with our privacy policy. By using our websites and our services, you consent to our collection and storage of your personal information. View our privacy policy.

7. Prohibited Activities

The following activities are prohibited:

• Access, monitor, reproduce, distribute, transmit, broadcast, display, sell, license, copy or otherwise exploit any content of the services, including but not limited to, using any robot, spider, scraper or other automated means or any manual process for any purpose not in accordance with this agreement or without our express written permission.
• Violate the restrictions in any robot exclusion headers on the services or bypass or circumvent other measures employed to prevent or limit access to the services.
• Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure.
• Deep-link to any portion of the services for any purpose without our express written permission.
• "Frame", "mirror" or otherwise incorporate any part of our websites into any other websites or service without our prior written authorization.
• Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by G&A Institute in connection with the services.
• Circumvent, disable or otherwise interfere with security-related features of our websites or features that prevent or restrict use or copying of any content.

8. Disclaimer of Warranties

Due to the nature of the Internet, G&A Institute provides and maintains our websites on an "as is", "as available" basis and does not promise that use of our websites will be uninterrupted or error free. We will not be liable to you if we are unable to provide our websites or our services for any reason beyond our control.

Our website may from time to time contain links to other websites which are not under the control of and are not maintained by us. These links are provided for your convenience only and we are not responsible for the content of those sites.

Except as provided above we can give no other warranties, conditions or other terms, express or implied, statutory or otherwise and all such terms are hereby excluded to the maximum extent permitted by law.

You will be responsible for any breach of these terms by you and if you use our websites in breach of these terms you will be liable to and will reimburse G&A Institute for any loss or damage caused as a result.

G&A Institute shall not be liable in any amount for any failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen event beyond its reasonable control, including, without limitation, Internet outages, communications outages, fire, flood, war or any uncontrollable act of nature.

These terms do not affect your statutory rights as a consumer which are available to you.

Subject as aforesaid, to the maximum extent permitted by law, G&A Institute excludes liability for any loss or damage of any kind howsoever arising, including without limitation any direct, indirect or consequential loss whether or not such arises out of any problem you notify to G&A Institute and G&A Institute shall have no liability to pay any money by way of compensation, including without limitation all liability in relation to:

• Any incorrect or inaccurate information on our websites.
• The infringement by any person of any Intellectual Property Rights of any third party caused by their use of our websites or service purchased through our websites.
• Any loss or damage resulting from your use or the inability to use our websites or resulting from unauthorized access to, or alteration of your transmissions or data in circumstances which are beyond our control.
• Any loss of profit, wasted expenditure, corruption or destruction of data or any other loss which does not directly result from something we have done wrong.
• Any amount or kind of loss or damage due to viruses or other malicious software that may infect a user's computer equipment, software, data or other property caused by persons accessing or using content from our websites or from transmissions via emails or attachments received from G&A Institute.
• All representations, warranties, conditions and other terms which but for this notice would have effect.

9. Indemnification

You agree to defend and indemnify G&A Institute from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:

• Your breach of this agreement or the documents referenced herein.
• Your violation of any law or the rights of a third party.
• Your use of our websites and services.

10. Changes and Termination

We may modify our websites and these terms at any time, at our sole discretion and without notice. You are responsible for keeping yourself informed of these terms. Your continued use of our websites constitutes your acceptance of any changes to these terms and any changes will supersede all previous versions of the terms. Unless otherwise specified, all changes to these terms apply to all users and customers. In addition, we may terminate our agreement with you under these terms at any time by notifying you in writing (including by email) or without notice.

11. Integration Clause

This agreement together with the privacy policy and any other legal notices published by G&A Institute, shall constitute the entire agreement between you and G&A Institute concerning and governs your use of our websites and the services.

12. Force Majeure

G&A Institute shall not be liable for any failure or non-performance of services due to causes beyond its reasonable control, including but not limited to acts of civil authorities, acts of military authorities, riots, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances and which may prevent the performance of our services.

13. Dispute Resolution

Any dispute, claim or controversy arising between a user and G&A Institute in connection with these terms and conditions, the use of our websites or the services provided, shall be resolved exclusively through alternative dispute resolution mechanisms, including mediation and arbitration, as detailed below.

First, both parties agree to use their best efforts to resolve any dispute informally. This includes direct communication between the parties involved to identify and address concerns or disagreements quickly and efficiently. Users may contact G&A Institute through designated support channels to raise any disputes. The company commits to respond within a reasonable period of time, providing an opportunity to resolve the issue without resorting to formal procedures.

If the parties fail to resolve the dispute informally within thirty (30) days of initial notification of the dispute, the dispute will be submitted to mediation. The mediation shall be conducted before a neutral mediator selected by mutual agreement of the parties. If the parties are unable to agree on a mediator within an additional fifteen (15) days, a mediator shall be appointed through a recognized mediation agency. The costs of the mediation shall be shared equally between the parties, and the mediation shall be conducted in English and at a mutually agreed location or, if both parties agree, through a virtual platform.

If mediation does not result in a mutually satisfactory resolution, the dispute shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (AAA) or a similar internationally recognized body. The arbitration shall be conducted by a single neutral arbitrator, who shall be selected in accordance with the rules of the arbitration body. The place of arbitration shall be the state of New York. The language of the arbitration shall be English.

The arbitrator shall have exclusive authority to resolve the dispute, including determining the applicability and validity of these dispute resolution terms. The arbitrator's decision shall be final and binding on both parties, and may be entered as a judgment in any court of competent jurisdiction. Unless prohibited by applicable law, the parties agree to waive any right to bring the dispute in court or to participate in a class action.

This dispute resolution clause does not preclude G&A Institute from seeking injunctive or equitable relief in the event of intellectual property rights infringement, misuse of the platform, or any act that may cause irreparable harm, in which case it may go directly to a court of competent jurisdiction without exhausting alternative dispute resolution mechanisms.

By accepting these terms, users expressly waive any right to a jury trial and agree that all disputes will be resolved in accordance with the procedures set forth in this clause, with the objective of minimizing the costs and time associated with formal litigation. The parties assume their own costs associated with mediation and arbitration, unless otherwise agreed or specifically provided by the arbitrator.

14. Applicable Law and Jurisdiction

Although our services and website are available in different territories such as the European Union, Canada, and South America, these terms and conditions shall be governed by and construed in accordance with the laws of the United States. Any dispute relating to these terms shall be subject to the exclusive jurisdiction of the state or federal courts of the State of New York. This applies unless binding arbitration is agreed to in the applicable section.

15. Final Provisions

Your use of our website and services is conditioned upon your acceptance of and compliance with all of the terms and conditions set forth. This authorization to use our services does not extend to jurisdictions where these provisions are not respected or applied.

Our commitment to compliance with these terms is strictly governed by applicable laws and legal process. Importantly, these terms do not restrict our ability to comply with legal or governmental requirements, including but not limited to those related to law enforcement and the use of our website. Information provided or collected in connection with the use of our websites will be subject to these requirements.

In the event that any provision of these terms and conditions is declared invalid, illegal or unenforceable by a court or competent authority, such decision shall not affect the validity or enforceability of the remaining provisions. Failure or delay in enforcing any of these terms and conditions by us at any time shall not constitute a waiver of our rights to enforce such provision, or any other provision, in the future.

We reserve all rights not expressly granted herein, while at all times maintaining the protection of and respect for our intellectual property rights and prerogatives.

16. Contact Information

If you have questions or concerns about these terms, please contact us using the contact information below:

Governance & Accountability Institute, Inc.

Email: info@ga-institute.com