Last Modified: January 28, 2022
- Clarify certain disclaimers and exclusions under the agreement will not apply to the extent prohibited by applicable law (Section 1.2).
- Amend the list of activities qualifying as non-permitted uses of the Site (Section 2).
- Clarify the scope of your indemnification obligations (Section 9).
- Prohibit your assignment of the agreement (Section 14).
If you have any questions about these changes, do not hesitate to contact us at firstname.lastname@example.org.
1.1. Contents of Site
As between you and Calvert, this Site (including the underlying software and files) and content provided on this Site, are the exclusive property of Calvert, and are protected by law, including United States copyright, database, trade secret, and trademark law, as well as other state, national and international laws and regulations. Except as expressly provided in this Agreement, Calvert does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Site. You must not use such marks without the prior written permission of Calvert. The contents are subject to copyrights of Calvert Impact Capital, Inc. All rights reserved.
You may include insubstantial portions of information from this Site in memoranda, reports and presentations, but only if such memoranda, reports and presentations are distributed or otherwise made available in non-electronic form, to a limited number of individuals. You must attribute the information to Calvert in all such memoranda, reports and presentations; such attribution to appear in a form and format reasonably acceptable to Calvert. The Print Creator Too is already setup to display the Calvert logo appropriately. All other usage, in part or whole, must include copyright notices from Calvert with the phrase "Reprinted with permission from Calvert (https://www.calvertimpactcapital.org)." You may not post any content from this Site to newsgroups, mail lists or electronic bulletin boards, without the prior written consent of Calvert.
THE INFORMATION INCLUDED ON THIS SITE IS PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. INFORMATION PROVIDED IS OBTAINED FROM SOURCES DEEMED TO BE RELIABLE, HOWEVER, CALVERT MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, ADEQUACY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SITE OR ANY OF ITS CONTENT, OR THAT THE SITE OR ANY OF ITS CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED. FURTHER, THE INFORMATION AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU ASSUME THE SOLE RISK OF MAKING USE OF THIS SITE AND THE CONTENT IT PROVIDES.
UNDER NO CIRCUMSTANCES WILL CALVERT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM YOUR ACCESS OR USE OF THIS SITE OR THE CONTENT IT PROVIDES, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF CALVERT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The content on this Site, including discussions of certain nonprofit organizations and their programs, are provided as general information only and are not intended to provide investment, accounting, tax or legal advice. Not all investment opportunities offered by any organization are available in all countries or states within the United States, and nothing on this site constitutes an offer or solicitation of these investments, products or services in any jurisdiction where their offer or sale is not qualified or exempt from registration.
Under no circumstances will Calvert, or any of its employees, agents, successors, assigns, affiliates or content or service providers be liable to you or other third parties for any loss, injury, claim, liability or damage of any kind (including, without limitation, attorneys' fees and lost profits, opportunities or savings) resulting from, arising out of or any way related to your access or use of this Site or the content it provides, including:
a.) any errors in, inaccuracies, omissions or other defects in authenticity of the information, including but not limited to content, technical inaccuracies and typographical errors; or
b.) any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence or under any other cause of action.
In the event you use this Site to subscribe for and purchase Calvert Community Investment Notes ("Notes"), nothing in the foregoing shall operate as a waiver or release of your rights under the Securities Act of 1933, as amended, or any applicable state securities law, in connection with such purpose of Notes.
TO THE EXTENT PERMITTED BY LAW, CALVERT DISCLAIMS LIABILITY FOR ANY DIRECT DAMAGES BASED ON YOUR ACCESS OR USE OF THE SITE AND ITS CONTENT.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
2. Restrictions on Use
You further represent and warrant that you will not (a) post, store, transmit or otherwise use the Site in connection with any materials that may constitute or be comprised of any material that is unlawful or prohibited by this Agreement, (b) claim a relationship with or speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship (including but not limited to Calvert); (c) provide false or misleading personal information or email addresses, or impersonate any other person or entity or otherwise misrepresent your affiliation with a person or entity, conducting fraud, hiding, or attempting to hide your identity; (d) use the Site or engage in any activity for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (e) harass another person; (f) violate applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), (g) engage in threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another's privacy, hateful, or ethnically, racially, or otherwise objectionable activity; (h) infringe any patent, trademark, trade secret, copyright, or other proprietary rights of any person, or (i) send or use the Site to facilitate sending of unsolicited advertising, promotional materials, or other forms of solicitation to other users including, without limitation, "junk mail," "spam," "chain letters," or "pyramid schemes."
3. Prospectus and Risk Disclosure
In the event you use this Site to subscribe for and purchase the Notes, you should carefully review the prospectus pertaining to the offering of such Notes, which may be obtained by calling 800.248.0337 or by viewing and downloading a prospectus here. You should carefully consider the information, including the risk factors, included in this prospectus before investing.
4. Third-Party Links
Calvert may describe, reference, or provide links, in its sole discretion, to other information or products or sites on the World Wide Web for your convenience in locating related information and services. Any descriptions of, references to, or links to other products, publications or services does not imply endorsements of any kind, unless expressly stated by Calvert. Any such information, products or sites have not necessarily been reviewed by Calvert and are provided or maintained by third parties over which Calvert exercises no control. Calvert undertakes no responsibility for continually monitoring such websites, and the material at a site when Calvert viewed it may differ materially than when you do. Accordingly, Calvert expressly disclaims any responsibility for the content of these other third-party websites, the accuracy of the information on these websites or the quality of products or services provided by the organizations that maintain them. You expressly relieve Calvert from any and all liability arising from your use of any third-party website, service, or content, including without limitation user content submitted by other users.
You may not create a link from another website or any other Internet location to the Site without prior written consent from Calvert. Deep linking to internal pages of the Site is expressly prohibited.
5. Registered Users; Eligibility; Use of Password
Registered users can log in by authenticating their email address and creating a user-generated password. Calvert will never have or ask you for your password. You are responsible for maintaining the confidentiality of your account and password. You are fully responsible for all activities that occur using your account or password. We encourage you to use “strong” passwords (passwords of sufficient length that use a combination of upper- and lower-case letters, numbers and symbols) with your account. Please notify Calvert immediately of any unauthorized use of your account or password or any other breach of security. Calvert will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You must not use anyone else's password at any time.
You may control your user profile and how you interact with the Site by changing the settings in your account. By providing Calvert your email address you consent to our using the email address to send you Site-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Site. If you do not want to receive such email messages, you may change your preferences in your account. Opting out of email messages may prevent you from receiving email messages regarding certain updates, improvements, or offers. Note that investors cannot opt-out of notifications and communications that are required for investment purposes
7. Assumption of Risk
You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. Although Calvert has endeavored to take steps designed to create a secure and reliable Site, the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Calvert is not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Calvert shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using this Site.
8. Events beyond Calvert's Control
You expressly absolve and release Calvert, its affiliates, related companies, and all of their respective officers, directors, employees, shareholders, legal representatives, attorneys, agents, successors and assigns, from any claim of harm resulting from a cause beyond its control including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or software failures, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
You agree to defend, indemnify and hold harmless Calvert and its subsidiaries, agents, licensors, managers, and other affiliated and related companies, and all of their respective employees, contractors, shareholders, legal representatives, attorneys, agents, officers, directors, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees and professionals’ fees and court costs) arising out of or from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site with your unique username, password or other appropriate security code.
10. Suspension, Termination
Calvert reserves the right at any time and for any reason or no reason to permanently or temporarily terminate or suspend your access to the Site or any portion thereof, and/or to terminate this Agreement.
11. Reliance on Information Posted
The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
This Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Calvert, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Calvert.
We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
12. Geographic Restrictions
The owner of the Site is based in the state of Maryland in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
13. Governing Law and Forum
The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. This Agreement shall be governed by the laws of Maryland, without regard to conflicts of law rules, and the exclusive jurisdiction and venue for any dispute shall be Maryland. You agree to submit to the jurisdiction of the state and federal courts in Maryland for the purposes of any judicial proceedings relating to or arising from this Agreement.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Calvert without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
15. Notification Procedures and Changes to the Site and Terms
16. Entire Agreement/Severability
These Terms, together with any amendments and any additional agreements you may enter into with Calvert in connection with the Site, shall constitute the entire agreement between you and Calvert concerning the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site. If any provision of these Terms is deemed unlawful, invalid, void or enforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties and such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
17. No Waiver
Failure to insist on strict performance of any of the provisions of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Calvert’s failure to assert any right or provision under these Terms shall not constitute a waiver of such rights or provision.
Please contact us at email@example.com with any questions regarding these Terms.