ESG Reporting Repository Terms and Conditions

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ESG Reporting Repository Terms of Use

This Web Page, together with the Legal pages, details the terms of a legal agreement (the

"Terms of Use") between you and IHS Markit Ltd., also acting on behalf of its subsidiaries and

affiliates, (collectively "IHS Markit"). By accessing or using this website, currently located

at www.theESGReporting.com, or any Content (as defined below) you acknowledge and

irrevocably represent that you have read and understood the Terms of Use and you voluntarily

and irrevocably accept and agree to be bound by the Terms of Use. You also agree to comply

with all laws and regulations applicable to the use of this website, the use of the internet, and to

the activities involved in using this website.

If you do not agree with these Terms of Use, do not use this website. If you, or the entity

through which you were provided a log-in ID and password, subscribed to certain content or

services found on this website by way of executing a written agreement, in the form of an

addendum, order form or otherwise, ("Agreement"), then these Terms of Use shall be

supplemental to such Agreement, and use of this website is subject the terms of the Agreement

in addition to these Terms of Use. By accessing this website, you acknowledge that you have

read and are bound by the Agreement (if you require a copy of the Agreement please contact

your company's contract administrator).

IHS Markit reserves the right to vary, amend, remove or add to the Terms of Use at any time.

Such modifications shall be effective immediately. Your continued access and use of this

website and Content following the posting of modifications to the Terms of Use shall constitute

your acknowledgement and acceptance of such modifications. If, at any time, you do not wish to

accept the Terms of Use, you must immediately cease to access or use this website and all

Content. Any additional terms, conditions or modifications to these Terms of Use that are

proposed by you shall be of no force or effect unless and until expressly agreed to by IHS Markit

in writing.

1. License You acquire absolutely no rights or licenses in or to this website and any text, graphics, user

interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, audio, video,

artwork, computer code, information, data and material therein (collectively, the "Content") other

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than the limited right to utilize this website and Content for your own personal, internal, non-

commercial purposes in accordance with these Terms of Use.

2. Restrictions on Use You will not in connection with your use of this website and all content therein: (a) violate any

applicable local, state, national or international law, statute, ordinance, rule or regulation,

including without limitation those relating to competition or antitrust; (b) interfere with or disrupt

the computer networks of IHS Markit or attempt to do so; (c) forge headers or in any manner

manipulate identifiers in order to disguise the origin of any information; (d) download, upload,

post, transmit, publish, or distribute any material that infringes, violates, breaches or otherwise

contravenes the rights of IHS Markit or any third party, including any copyright, trademark,

patent, rights of privacy or publicity or any other proprietary right; (e) interfere with or disrupt the

use of this website by any other customer or user or reverse look-up, trace or seek to trace any

information on any other user of or visitor to this website, or any other customer of IHS Markit,

including any IHS Markit account not owned by you; (f) probe, scan or test the vulnerability of

this website or any network connected to this website or attempt to gain unauthorized entry or

access to the computer systems of any other person or entity; (g) take any action that imposes

an unreasonable or disproportionately large load on the infrastructure of this website or IHS

Markit's systems or networks, or any systems or networks connected to this website or to IHS

Markit; or (h) download, upload, post, transmit, publish or distribute any material or information

that constitutes or encourages conduct that would constitute a criminal offence, give rise to

other liability, or otherwise violate applicable law.

You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders

or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent

manual processes, to access, acquire, copy, distribute, display or monitor any portion of this

website or any content, or in any way reproduce or circumvent the navigational structure or

presentation of this website or any content, to obtain or attempt to obtain any materials,

documents or information through any means not purposely made available through this

website.

Unless provided otherwise in an Agreement, you hereby agree and acknowledge that you are

expressly prohibited from: (i) making available all or any portion of the content to any other

person or entity, except as expressly permitted in these Terms of Use or in an Agreement; (ii)

creating derivative works from the content; and (iii) using the content in the provision of any

services to third parties. In addition, you shall not distribute, transfer, sub-license, rent, lend,

transmit, sell, re-circulate, repackage, assign, lease, resell, publish, copy, translate, convert,

decompile, reverse engineer, alter, enhance, disassemble, modify, or change all or any portion

of the content.

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You shall not use the content to develop, support, create or provide pricing for: (i) any database

or product that competes directly with the content or any other IHS Markit product or service

offered in the marketplace or would create a functional substitute for any such IHS Markit

products or content; or (ii) any index (e.g. any composite financial index).

You may download and use certain content that is purposely and expressly made available by

IHS Markit for downloading from this website (such as product sheets or articles), provided that

you: (i) do not remove any proprietary notice or disclaimer language in any copies of such

documents, (ii) use such information only for your personal, non-commercial informational

purpose and do not copy or post such information on any networked computer or broadcast it in

any media, (iii) make no modifications to any such information, and (iv) do not make any

representations or warranties relating to same.

3. Modification of Website and Content This website and Content are subject to modification by IHS Markit to reflect statistical,

technical, administrative, market based or similar changes that IHS Markit determines in good

faith are required or desirable. IHS Markit also may make changes to any products or services

offered on this website, or to the applicable prices for any such products or services, at any

time, without notice.

4. No Advice The Content is intended only for professionals in the financial markets and is not, and should

not be construed as financial, legal or other advice of any kind, nor should it be regarded as an

offer or as a solicitation of an offer to buy, sell or otherwise deal in any investment. You may not

use the Content in, or generate based on the Content, any advice, recommendations, guidance,

publications or alerts made available to your clients or other third parties. Nothing in the Content

constitutes a solicitation by IHS Markit of the purchase or sale of loans, securities or any

investment.

5. Delivery and Security You shall solely be responsible for any and all necessary equipment and connections from your

own computer systems to the IHS Markit systems that will allow for access to this website and

delivery of the Content. IHS Markit shall have no responsibility for any such equipment or

connections. You shall ensure that you have implemented security systems and procedures to

prevent the unauthorized access to or misuse or disruption of this website or Content.

6. Intellectual Property The ownership and intellectual property rights of this website including all Content, models,

software, information, data, documentation, computer programs, systems, customizations,

enhancements thereto, and the design, structure, selection, coordination, expression "look and

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feel" and arrangement of the Content, and enhancements, modifications or additional Content

thereto shall be the sole and exclusive property of IHS Markit (or the relevant affiliate of IHS

Markit or Data Provider (as defined below), as the case may be) and you shall not: (i) copy such

material for any purpose (including by reverse engineering) or disclose it to any third party for

any purpose whatsoever; (ii) by act or omission infringe upon IHS Markit's intellectual property

rights in this website or Content. You acknowledge that this website, was developed, compiled,

prepared, revised, selected and arranged by IHS Markit and others (including certain third party

information sources (each a "Data Provider")) through the application of methods and standards

of judgment developed and applied through the expenditure of substantial time, effort and

money, and constitute valuable intellectual property and trade secrets of IHS Markit or such

relevant Data Provider.

You hereby agree to use commercially reasonable efforts to protect the proprietary rights of IHS

Markit or the relevant Data Provider in this website and Content. You irrevocably agree and

acknowledge that, as between you and IHS Markit, this website and Content, as may be

amended from time to time, is the sole and exclusive property of IHS Markit, and shall not be

considered works for hire. You shall honour and comply with all reasonable written requests

made by IHS Markit to protect its contractual, statutory and common law rights in this website

and Content. You agree to notify IHS Markit in writing promptly upon becoming aware of any

unauthorized use of this website or Content or any claim that any or all of this website or

Content infringes upon or constitutes any unlawful use of any copyright, database right, trade

mark, or other proprietary, intellectual property, contractual, statutory or common law rights of a

third party.

Trade Marks. You shall not use any of IHS Markit's trademarks, trade names or service marks in

any manner, and in no event in a manner accessible by or available to any third party. You

acknowledge that you have no ownership or license rights in or to any of these names or marks.

Copyright. This website and Content is protected as a collective work or compilation under UK

copyright, U.S. copyright and other laws and treaties. All data, information, articles, columns and

other elements making up the Content are copyrighted works and IHS Markit hereby reserves

all rights.

Copyright Infringement Claims. We respect the intellectual property rights of others, and require

that the people who use this website do the same. If you believe that your work has been copied

in a way that constitutes copyright infringement, please forward the following information to IHS

Markit's Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act,

17 U.S.C. § 512(c)(2) (the "DMCA"), named below: • Your address, telephone number, and email address; • A description of the copyrighted work that you claim has been infringed; • A description of where the alleged infringing material is located; • A statement by you that you have a good faith belief that the disputed use is not authorized by

the copyright owner, its agent, or the law;

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• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

• A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Copyright Agent:

IHS Markit

450 West 33rd Street, 5th Floor

New York, NY 10001

Attention: Legal Department

informationcompliance@ihsmarkit.com

7. Privacy Policy Please review the Privacy and Cookie Policy, which also governs your visit to and use of this

website.

8. Links to Third Party Websites This website may contain links to websites of third parties. These links are provided to you as a

convenience, and IHS Markit is not responsible for the content of any linked website. In addition,

a link to any non-IHS Markit website does not imply that IHS Markit endorses or accepts any

responsibility for the content or use of such a website.

9. Other IHS Markit Services IHS Markit may provide you with access to IHS Markit services through links and/or dedicated

frames (collectively, "Other IHS Markit Services") from this website. For example, you may have

access to a Toolbar provided by our IHS Markit Hub service that allows you, amongst other

things, to navigate data and content on both IHS Markit and third party websites.

Your use of Other IHS Markit Services shall be governed by any applicable terms of use and

privacy policies. We recommend you review those before using Other IHS Markit Services.

10. Log-in You acknowledge that log-on access codes and passwords that are provided to you are for your

use only and may not be shared. You shall ensure that your log-on access code and password

is kept confidential. You agree to accept sole responsibility for the use and protection of the log-

on access codes and passwords provided to you, including protecting the confidentiality of such

passwords. You shall use commercially reasonable efforts to prohibit or cease any unauthorized

access to this website or Content.

11. Disclaimer of Warranties and Limitation of Liability Disclaimer of Warranties. THIS WEBSITE AND CONTENT PROVIDED TO YOU BY IHS

MARKIT SHALL BE ON "AS IS" BASIS. NEITHER IHS MARKIT, ITS AFFILIATES NOR ANY

DATA PROVIDER MAKE ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE

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ACCURACY, TIMELINESS OR COMPLETENESS OF THIS WEBSITE OR CONTENT OR AS

TO THE RESULTS TO BE ATTAINED BY YOU OR OTHERS FROM THE USE OF THE

CONTENT. YOU HEREBY ACKNOWLEDGE THAT THERE ARE NO EXPRESS OR IMPLIED

WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE OR USE, AND THAT IT HAS NOT RELIED UPON ANY WARRANTY, GUARANTY

OR REPRESENTATION MADE BY IHS MARKIT, ITS AFFILIATES OR ANY DATA

PROVIDER, EXCEPT THE REPRESENTATIONS MADE BY IHS MARKIT SPECIFICALLY SET

FORTH IN THIS TERMS OF USE.

No Liability. NEITHER IHS MARKIT, ITS AFFILIATES NOR ANY DATA PROVIDER SHALL IN

ANY WAY BE LIABLE TO YOU OR ANY CLIENT OF YOU FOR ANY INACCURACIES,

ERRORS OR OMISSIONS, REGARDLESS OF CAUSE, IN THE CONTENT PROVIDED

HEREUNDER OR FOR ANY DAMAGES (WHETHER DIRECT OR INDIRECT) RESULTING

THEREFROM. WITHOUT LIMITING THE FOREGOING, IHS MARKIT SHALL HAVE NO

LIABILITY WHATSOEVER TO YOU, WHETHER IN CONTRACT (INCLUDING UNDER AN

INDEMNITY), IN TORT (INCLUDING NEGLIGENCE), UNDER A WARRANTY, UNDER

STATUTE OR OTHERWISE, IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU

AS A RESULT OF OR IN CONNECTION WITH ANY OPINIONS, RECOMMENDATIONS,

FORECASTS, JUDGMENTS, OR ANY OTHER CONCLUSIONS, OR ANY COURSE OF

ACTION DETERMINED, BY YOU OR ANY CLIENT OF YOU, WHETHER OR NOT BASED ON

THIS WEBSITE OR CONTENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL IHS

MARKIT, ITS AFFILIATES OR ANY DATA PROVIDER HAVE ANY LIABILITY TO YOU OR

ANY THIRD PARTY ACCESSING THIS WEBSITE AND/ OR THE CONTENT THROUGH YOU,

ARISING FROM CONTRACT (INCLUDING UNDER ANY INDEMNITY), IN TORT (INCLUDING

NEGLIGENCE), UNDER ANY WARRANTY (EXPRESS OR IMPLIED) UNDER STATUTE OR

OTHERWISE, IN EACH CASE FOR ANY DIRECT, INDIRECT, INCIDENTAL,

CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WITH RESPECT TO

THE SUBJECT MATTER OF THE TERMS OF USE, THE CONTENT AND / OR THIS

WEBSITE, INCLUDING, BUT NOT LIMITED TO, IN RESPECT OF ANY LOSS OF PROFITS,

LOSS OF REVENUE, LOST BUSINESS, LOSS OF OPPORTUNITY REGARDLESS OF

WHETHER SUCH DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED OR

ADVISED TO IHS MARKIT.

12. Indemnification You will indemnify, defend and hold harmless IHS Markit and its affiliates, directors, officers,

agents employees, successors, assigns and all Data Providers, and each of their affiliates,

directors, officers, agents, employees, members, partners, successors and assigns ("IHS Markit

Indemnitees") from and against any and all losses, liabilities, damages, costs (including

reasonable attorneys' fees) and expenses arising as a result of any claims, suits or proceedings

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(collectively, "Claims") brought by any third party against any IHS Markit Indemnitees arising

from your use of this website and/or Content.

13. Violation of these Terms of Use You agree that IHS Markit may, in its sole discretion and without prior notice, terminate your

access to this website or certain Content and/or block your future access to this website or

certain Content if IHS Markit determines that you have violated these Terms of Use or other

agreements or guidelines which may be associated with your use of this website. You also

agree that any violation by you of these Terms of Use will constitute an unlawful and unfair

business practice, and will cause irreparable harm to IHS Markit, for which monetary damages

would be inadequate, and you consent to IHS Markit obtaining any injunctive or equitable relief

that IHS Markit deems necessary or appropriate in such circumstances. These remedies are in

addition to any other remedies IHS Markit may have at law or in equity.

You agree that IHS Markit may, in its sole discretion and without prior notice, terminate your

access to this website, for cause, which includes (but is not limited to): (i) requests by law

enforcement or other government agencies, (ii) a request by you (self-initiated account

deletions), (iii) discontinuance or material modification of this website or any service offered on

or through this website, or (iv) unexpected technical issues or problems.

If IHS Markit does take any legal action against you as a result of your violation of these Terms

of Use, IHS Markit will be entitled to recover from you, and you agree to pay, all reasonable

legal costs of such action, in addition to any other relief granted to IHS Markit. You agree that

IHS Markit will not be liable to you or to any third party for termination of your access to this

website as a result of any violation of these Terms of Use.

14. General Relationship between the Parties. There is no joint venture, partnership, agency or fiduciary

relationship existing between the parties and the parties do not intend to create any such

relationship by this Terms of Use.

Invalidity. If any provision in or any part of this Terms of Use shall be found to be illegal or

unenforceable under any enactment or rule of law then that provision or part shall to that extent

be deemed not to form part of this Terms of Use and the remaining provisions shall continue in

full force and effect.

Governing Law. Your access to and use of this website are governed by and will be construed

in accordance with laws of England and Wales, without regard to the principles of conflicts of

laws of other jurisdictions. Each party submits to the exclusive jurisdiction of the courts of

England and Wales, United Kingdom, for the purposes of determining any dispute arising out of

the Terms of Use, its construction or the transactions contemplated by it.

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15. Third Party Restrictions In addition to the rights and restrictions set forth in agreement(s) that you have entered into with

IHS Markit, use of IHS Markit services is subject to the additional following terms: (i) you may be

required to enter into, or to comply with the terms of, a third-party licensor agreement, and (ii)

you may receive such terms within the service itself or directly by the third-party licensor.

To the extent that you redistribute any third-party services, you must obtain all required

approvals for control and redistribution of such third-party services. You are responsible for any

and all costs and fees associated with agreements entered into with any such third-party

licensor. If a third-party licensor ceases to make one or more of its services available to IHS

Markit, or requires IHS Markit to suspend or terminate the provision of all or any part of its

services to you, or if IHS Markit terminates its arrangements with the third-party licensor, then

IHS Markit may suspend or terminate that part of its services immediately without notice or

further obligation to you.

Content provided by third-party licensors ("Third Party Content") may contain: (i) restrictions,

including without limitation, as to disclosure and use of the Third Party Content; and (ii) specific

disclaimers with regard to such Third Party Content, including without limitation disclaimer for

liability for inaccuracies, errors or omissions; which may be displayed in and shall apply to the

Third Party Content.

Such Third Party Content is provided by other, non-IHS Markit information providers and

therefore IHS Markit has no responsibility and makes no representations or warranties as to the

accuracy, timeliness or completeness of the Third Party Content. IHS Markit shall not be held

liable for any loss or damage caused by the inaccuracies, errors or omissions, incomplete or

late Third Party Content.

Please click on any of the following hyperlinks to see the additional terms and conditions

imposed by the following third-party data providers regarding use of their data:

• CUSIP Global Services • Fitch Ratings Ltd. • FTSE International • Moody's Investors Service • Morgan Stanley Capital International • CME • Deutsche Boerse • Morningstar • Euronext • MSRB • Australian Financial Markets Association (AFMA) • Australian Securities Exchange (ASX) • China Exchanges Services Company (CESC) • Citigroup

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• Dow Jones • FTSE – RussellTick • Hang Seng Indices • Hedge Fund Research • London Stock Exchange (SEDOL) • Standard & Poor's

15.1 CUSIP Global Services Subscriber agrees and acknowledges that the CUSIP Database

and the information contained therein is and shall remain valuable intellectual property owned

by, or licensed to, CUSIP Global Services ("GCS") and the American Bankers Association

("ABA"), and that no proprietary rights are being transferred to Subscriber in such materials or in

any of the information contained therein. Any use by Subscriber outside of the clearing and

settlement of transactions requires a license from CGS, along with an associated fee based on

usage. Subscriber agrees that misappropriation or misuse of such materials will cause serious

damage to CGS and ABA, and that in such event money damages may not constitute sufficient

compensation to CGS and ABA; consequently, Subscriber agrees that in the event of any

misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in

addition to any other legal or financial remedies to which CGS and ABA may be entitledd.

Subscriber agrees that Subscriber shall not publish or distribute in any medium the CUSIP

Database or any information contained therein or summaries or subsets thereof to any person

or entity except in connection with the normal clearing and settlement of security transactions.

Subscriber further agrees that the use if CUSIP numbers and descriptions is not intended to

create or maintain, and does not serve the purpose of the creation or maintenance of, a master

file or database of CUSIP descriptions or numbers for itself or any third party recipient of such

service and is not intended to create and does not serve in any way as a substitute for the

CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any

other future services developed by the CGS.

NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES,

EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF

ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH

MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN "AS IS" BASIS, WITHOUT ANY

WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE

USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE

ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL

THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR

CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES. IN NO EVENT SHALL THE LIABILITYU OF CGS, ABA OR ANY OF THEIR

AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT,

OR OTHERWISE, EXCEED THE FEE PAID BY SUBSCRIBER FOR ACCESS TO SUCH

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MATIERALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE

ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR

LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR

CONTROL.

Subscriber agrees that the foregoing terms and conditions shall survive any termination of its

right of access to the materials identified above.

Subscriber agrees that access to the CGS Data is expressly conditioned on the effectiveness of

CUSIP's Agreement with IHS Markit and all such access under any Subscriber agreement shall

automatically terminate upon termination upon the license granted to IHS Markit by CUSIP.

15.2 Fitch Ratings Ltd. Ownership. Fitch Information (including but not limited to the collection

and presentation of the information contained in any Database) is owned by or licensed to Fitch,

and contains the valuable copyrighted and proprietary material of Fitch or its affiliates and

licensors, and all rights in or to Fitch Information not granted to client are expressly reserved by

Fitch and its affiliates and licensors.

Disclaimer. Although the Fitch Information is based upon information obtained from sources

Fitch believes in good faith to be reliable, client acknowledges that Fitch does not represent,

warrant or guarantee the accuracy, correctness, integrity, completeness or timeliness of any

part of Fitch Information and expressly acknowledges Fitch's disclaimer that Fitch does not audit

or verify accuracy of the information provided to it by issuers, their representatives, accountants

and legal advisors and others. Fitch also does not represent, warrant or guarantee: (i) the

design or performance of any part of the Fitch Information or any Fitch website, or (ii) that the

Fitch Information or any Fitch web site will fulfill any of the client's particular purposes or needs.

Fitch does not recommend the purchase or sale of securities, does not give opinions as to the

value of securities and does not give investment advice. Fitch is not responsible for any credit,

loan or investment decisions, damages or other losses resulting from use of the Fitch

Information. Fitch shall not be responsible for any discrepancies that may exist between the

database from the Fitch Information sent to client and corresponding data contained in Fitch's

database after the time such database was sent to client. FITCH INFORMATION AND ACCESS

TO AND USE OF ANY FITCH WEB SITE, IF APPLICABLE, IS PROVIDED "AS IS" AND ALL

FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE,

ACCURACY AND EFFORT IS WITH SUBSCRIBER. FITCH DISLAIMS ALL OTHER

WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED

TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING

CODE. FITCH SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT

FITCH PRODUCT WILL MEET SUBSCRIBERS' REQUIREMENTS, THAT THE OPERATION

OF FITCH PRODUCT AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE,

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THAT DEFECTS IN FITCH PRODUCT, IF ANY, WILL BE CORRECTABLE OR CORRECTED,

OR THAT FITCH PRODUCT IS COMPATIBLE WITH ANY PARTICULAR PLATFORM.

15.3 FTSE International IHS Markit is licensed by FTSE International Limited to publish certain

FTSE Products and make them available to you. FTSE shall not be responsible for any error or

omission in these Products. All copyright and database rights in these Products belong to FTSE

or its licensors. Redistribution of the data comprising these Products is not permitted. You agree

to comply with any restrictions or conditions imposed upon the use, access, or storage of the

data as may be notified to you by FTSE or IHS Markit and you may be required to enter into a

separate agreement with FTSE or IHS Markit. "FTSETM", "FT-SETM" and "FootsieTM" are

trademarks of London Stock Exchange PLC and The Financial Times Limited and are used by

FTSE International Limited under license.

15.4 Moody's Investors Service Moody's© Copyright 2016, Moody's Investors Service, Inc.

("Moody's"). Moody's ratings ("Ratings") are proprietary to Moody's or its affiliates and are

protected by copyright and other intellectual property laws. Ratings are licensed to Licensee by

Moody's. RATINGS MAY NOT BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED,

FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR

RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE

OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY

PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.

Moody's® is a registered trademark.

All Data furnished by Moody's are proprietary to Moody's (or its licensors) and are so furnished

at Moody's' request and for your exclusive use. No Data so furnished may be copied or

otherwise reproduced, repackaged, further transmitted, transferred, disseminated, distributed,

redistributed, sold, resold, leased, rented, licensed, sublicensed, altered, modified, adapted, or

stored for subsequent use for any such purpose, in whole or in part, in any form or manner or by

any means whatsoever, by you or any other person or entity, without Moody's' prior written

consent.

All Data is provided "AS IS" without warranty of any kind, and MOODY'S (AND MOODY'S'

LICENSORS AND SERVICE PROVIDERS), IN PARTICULAR, MAKE NO REPRESENTATION

OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY

AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR

FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH DATA. Under no circumstance

shall Moody's, or its licensors or service providers, have any liability whatsoever to you or any

other person or entity, or be liable for any indirect, special, consequential, incidental or

compensatory damages resulting or relating to the use of, or inability to use, any of the Data.

15.5 Morgan Stanley Capital International Copyright MSCI 2016. All Rights Reserved. Without

prior written permission of MSCI, this information and any other MSCI intellectual property may

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only be used for your internal use, may not be reproduced or redisseminated in any form and

may not be used to create any financial instruments or products or any indices. This information

is provided on an "as is" basis, and the user of this information, assumes the entire risk of any

use made of this information. Neither MSCI nor any third party involved in or related to the

computing or compiling of the data makes any express or implied warranties, representations or

guarantees concerning the MSCI index-related data, and in no event will MSCI or any third party

have any liability for any direct, indirect, special, punitive, consequential or any other damages

(including lost profits) relating to any use of this information.

15.6 CME OTC Information, including Real Time, Delayed and/or End of Day Information, may

only be distributed to Subscribers that have executed a Subscriber Agreement. Subscribers

accessing Information and/or OTC Information may not (i) distribute Information to third parties

outside Subscriber's Group and (ii) OTC Information to any other entity including without

limitation other entities within Subscriber's Group, except for: (i) Delayed Information (other than

OTC Information), when available as a licensing option and subject to the conditions published

by CME from time to time and provided also that Distributor reports to CME and pays the

applicable delayed license, website, and user fees where applicable, and as outlined in the

Schedule 4: Market Data Policies and the Schedule 5: Fee Schedule. This exception is solely

for Information and is not applicable to OTC Information. (ii) Inclusion of Information (other than

OTC Information) in Media Publications, subject to the conditions published by CME from time

to time and provided also that the Distributor reports to CME and pays the applicable Media

Redistribution Fee for Subscribers that redistribute Information. (iii) Communication of limited

extracts of Information (other than OTC Information), subject to the conditions published by

CME from time to time, and (iv) Public Internet Display, subject to Distributor meeting the

applicable reporting and payment obligations specified in this Schedule, provided that all

persons accessing Information (other than OTC Information) on web-hosted sites will be

regarded as Subscribers of Distributor, except that they may not be allowed to redistribute

Information (other than OTC Information) to third parties.

Inclusion of OTC Information in Media Publications or any other form of Media Redistribution is

expressly prohibited. For the avoidance of doubt, please note that the foregoing subsections (i)

through (iv) (the “Exceptions”) are applicable solely to Information, and the Exceptions are not

applicable to OTC Information. Please reference Schedule 5: Fee Schedule for availability of

any of the foregoing.

CME reserves all rights to determinate whether any form of Information redistribution by

Subscriber may be allowed, and reserves the right to change the foregoing policy at any time.

All uses of Information by Subscriber that are subject to reporting requirements as specified in

this Schedule must be identified and measured with an approved Unit of Count and be subject

ESG Reporting Repository Terms of Use

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to effective Internal Controls which record all authorized use and prevent (or identify and record)

any unauthorized use.

Subscribers accessing Information, as defined below, may process Information with or without

other data for the purpose of creating new original works, provided that:(i) Any works so

created, which display, represent or recreate any item of Information (including any works from

which Information may be reasonably be reverse-engineered) will be regarded as Information

for the purposes of this Agreement and will be subject to applicable Fees.(ii) Subscriber must

obtain prior permission from CME before using any element of Information to create or

recalculate indices or any original work that does not include, display or recreate Information.

These works will be considered derived works and will require licensing under separate

agreement with CME. No use, creation or distribution of such works shall be permitted without

CME's express approval which will include a separate license agreement (iii) CME may at its

sole discretion deny permission or require Distributor to pay License Fees for each Subscriber

granted the right to create or recalculate indices or any other work from Information, for use in

derived works. (iv) CME hereby grants permission for the use of Information to create graphs

and charts, where the underlying value of elements of Information cannot be identified or

calculated (for example to compare percentage change in elements of Information with

percentage change in other data.)Such use will not be considered derived works. No fees will

apply to Subscribers where the Distributor provides this service.

Subscriber must not misrepresent Information or deface or remove any trademarks transmitted

with Information.

Subscriber must not use Information for any illegal purpose. Subscriber must recognize all

Intellectual Property Rights as acknowledged between Distributor and CME.

Subscriber must maintain all records and provide all information required by Distributor to meet

Distributor's record-keeping, reporting and payment obligations to CME.

Subscriber must allow CME or any auditors acting on behalf of CME to audit Subscriber's

records and use of Information.

Subject to applicable law, Subscriber shall obtain and provide any consent needed for CME or

any auditors acting on behalf of CME to review and receive Personal Data, where necessary for

the purposes of verifying or ensuring compliance with Distributor's obligations to CME.

In addition to any other remedy, Distributor may immediately suspend or terminate distribution

of Information to Subscriber if Distributor has reason to suspect non-compliance with any of

these terms of if Distributor is required to do so by CME for any reason.

15.7 Deutsche Boerse Subscribers are permitted to exclusively use the Licensed Information

internally; onward dissemination of Licensed Information by Subscribers to third parties without

ESG Reporting Repository Terms of Use

| 14

the express prior written approval by Deutsche Boerse AG is prohibited. The prohibition of the

onward dissemination within sentence 1 does not apply if the Subscriber is simultaneously a

Vendor.

15.8 Morningstar © 2016 Morningstar. All Rights Reserved. The information contained herein:

(1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or

distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor

its content providers are responsible for any damages or losses arising from any use of this

information. Past performance is no guarantee of future results.

15.9 Euronext Redistribution of Euronext Information is prohibited without an individual license

between you and Euronext.

Powered by Euronext ©.

15.10 MSRB We are providing certain data supplied to us by the Municipal Securities

Rulemaking Board (“The Service”) without warranties or representations and on an “as is” basis.

We hereby disclaim all representations and warranties (express or implied), including, but not

limited to, warranties or merchantability and fitness for a particular purpose regarding the

service. You shall bear all risk, related costs and liability and be responsible for your use of the

service. We assume no responsibility for the consequences of any intentional or unintentional

error, omission, inaccuracy, incompleteness or untimeliness in or with respect to the service.

The MRSB, its officers, directors, employees, agents, consultants and licensors shall not be

liable or responsible to you or anyone else for any losses, injuries, damages, costs, expenses or

claims caused by, arising out of or relating to the following: (a) acts, omissions, occurrences or

contingencies beyond their control; (b) service interruptions or performance failures, such as

those that result from the use of telecommunications facilities that are outside their control,

including the internet; (c) negligence, gross negligence or willful misconduct in procuring,

compiling interpreting, editing, writing, reporting or delivering any of the content and material; (d)

lost, stolen, late, corrupted, misdirected, failed, incomplete or delayed transmissions by anyone

using the Service including but not limited to, any technical malfunctions, human error, computer

viruses, lost data transmissions, omissions, interruptions, deletions, defects, hyperlink failures or

line failures of any telephone network, computer equipment, software or any combination

thereof; (e) damage to your computer systems, equipment software, data or other tangible or

intangible property resulting from or sustained in connection with your use of the Service; and/or

(f) any disruption of business, lost sales or lost profits or any punitive, exemplary, indirect,

special, incidental, or consequential damages associated or in connection with, resulting from or

arising out of any use of the Service or the content and material in the Service. The MSRB and

its officers, directors, employees, agents, consultants and licensors shall have no liability in tort,

contract or otherwise (and as permitted by law product liability) to you or anyone else for any

reason associated or in connection with, resulting from or arising out of your use of the Service.

The MSRB, its officers, directors, employees, agents, consultants and licensors make, and have

ESG Reporting Repository Terms of Use

| 15

made, no recommendations regarding any of the securities or other investment vehicles

identified, referred to or described in the Service. The Service is reproduced by permission of

the MSRB under a non-exclusive limited license. The MSRB accepts to responsibility or liability

for the accuracy of the reproduction of the Service or that such Service is current.”

15.11 Australian Financial Markets Association (AFMA) The information is proprietary to AFMA

and third parties. All rights are reserved. Clients may only use this information in accordance

with the Subscriber Agreement. To the fullest extent permitted by law, AFMA provides the

information ‘as is' and clients may not rely on it as being accurate or comprehensive. You

should independently verify the accuracy and comprehensiveness of the information.

15.12 Australian Securities Exchange (ASX) Client hereby agrees to comply with any terms and

conditions governing the use of any third party website or content accessed through the

Service.

Note that all clients must abide by the rules and requirements as per the ASX Market

Information Product and Services Guide which can be found in the following

link https://asxonline.com/marketinfo/product.shtm

15.13 China Exchanges Services Company (CESC) China Exchanges Services Company

Limited (CESC) endeavors to ensure the accuracy and reliability of the information provided, but

does not guarantee its accuracy and reliability and accept no liability (whether in tor or contract

or otherwise) for any loss or damage arising from, any inaccuracy or omission or from any

decision, action or non-action based on or in reliance upon the information provided.

CESC is not an investment advisor. Appropriate independent professional advice should be

sought where necessary. All of the information, materials and data provided do not constitute

any offer or invitation to make any kind of investment. Past performance is also not a guide to

future performance and does not guarantee future results.

15.14 Citigroup You may not authorize or license the use of the index data and/or any of its

constituent indexes as components or benchmarks of financial instruments, contracts, or

securities, whether publicly or privately issued, bought or sold.

15.15 Dow Jones The Data may be used by Clients of services of IHS Markit and its affiliates

(IHS Markit) solely for internal business purposes. Client understands and agrees that it shall

not: (i) use the Data to create, issue, manage, sponsor or develop any financial products

(including, without limitation, derivatives, funds, structured products or contracts for difference)

where the price, return and/or performance of such product is based on or intended to track any

index published by Dow Jones Indexes; (ii) use the Data to create or develop indexes, a

classification system or historical databases; (iii) create any Derived Data based on the Data,

except with Dow Jones Indexes' express written consent; (or) disclose, duplicate, display,

redistribute, resell or otherwise convey the Data or any portion thereof internally within Client's

organization except to other authorized end users of the relevant IHS Markit services or

externally to any third party.

ESG Reporting Repository Terms of Use

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15.16 FTSE – RussellTick You are required to enter into a separate license agreement (which

may be subject to additional charges) with The Frank Russell Company (“Russell”) in order to

access and/or use indices, index values, data or other information relating to or derived from

any Russell index (“Data”) via the IHS Markit services. Unless expressly permitted otherwise

under your own written agreement with Russell, you may use the Data solely for your own

internal business purposes (if you are a business) or individual purposes (if you are an

individual), and you shall not, and shall not permit any third party to, do any of the following. To

the extent there is a conflict between the Data usage rights and restrictions as set forth in your

agreement with IHS Markit and those set forth in your agreement with Russell, the terms of your

agreement with Russell shall control:(a) copy, sell, license, distribute, transmit or duplicate the

Data (or any part thereof) to any third party or to any person or other entity in your organization

(unless such entity is expressly licensed under your agreement with IHS Markit to receive such

Data) in any form or by any means;(b) derive or create derivative works of, recalculate, combine

with other data, or otherwise modify, the Data (except that you may reprocess Data and perform

calculations using the Data for your own internal business use subject to the other restrictions

herein), and/or distribute such derived, recalculated, combined or modified Data to any third

party;(c) remove any copyright or other proprietary notice accompanying or incorporated into the

Data;(d) use the Data for the purpose of:(i) creating and/or operating (whether for your own

purposes or on behalf of any third party) any financial product, index, or service which seeks to

match the performance of or whose capital and/or income value is related to other Data or any

part thereof;(ii) creating and/or operating (whether for your own purposes or on behalf of any

third party) any financial product, index, service the performance of which is linked to the

performance of a third party's product, index or service which, in turn, seeks to match the

performance of or whose capital and/or income value is related to the Data or any part thereof

(and whether or not such third party is licensed by Russell to do so); or(iii) generally exploit the

Data in a manner designed to benefit you or any third party (including the creating of any

additional service).(e) make the Data available on any website or in an application, or to the

public via the internet;(f) use the index trade marks in a generic way or as part of your name or

the name of any associated company;(g) use the Data or index trademarks:(i) in a way that

might cause confusion as to the person responsible for preparing or disseminating the Data;(ii)

for any unlawful or illegal purpose in any jurisdiction; or (iii) for or in connection with any

contracts for difference service, spread betting service or any other purpose related to betting or

gaming;(h) use the Data on behalf of, or for the benefit of, anyone else; or(i) use the Data in any

way or for any purpose that would require a separate license from Russell or a third party

information provider.

You acknowledge that Russell and/or any relevant third party information providers are the

owners of the intellectual property rights in the Data, and that the Data is provided subject to the

terms of your agreement with IHS Markit.

ESG Reporting Repository Terms of Use

| 17

15.17 Hang Seng Indices The Data File referred to in this section is provided by Hang Seng

Indexes Company Limited. Neither Hang Seng Indexes Company Limited nor any of its holding

companies and subsidiaries nor IHS Markit provides any warranties of any kind in relation to

such Data File (including, without limitation, that the Data File is fit for a particular purpose) or

accepts any responsibilities for its accuracy, completeness and/or consistency, or for any loss or

damage whatsoever and howsoever suffered or incurred by any party, With the use of or the

access to the Data File referred to in this section, the subscriber or any party irrevocably and

unconditionally accepts and agrees to be bound by this disclaimer.

15.18 Hedge Fund Research

Client Restriction on Usage/Distribution

Client's use of the HFR Indices is solely limited to internal usage only. No redistribution by any

means is permitted by the client or client's group. Clients are strictly prohibited from any form of

onward distribution of Hedge Fund Research Indices, up to and including any and all derivative

works.

Additional Restrictions

Client will not copy or manufacture the Index Dataset or any portion thereof for any use

prohibited under this Agreement, (ii) translate, modify, adapt, enhance, decompile, disassemble,

or reverse engineer the Index Dataset, except as to render the Index Dataset in a format

compatible with the Licensee's software and to the extent permitted under applicable law

despite this restriction, (iii) use the Index Dataset to create an index or populate any other

commercial Database or index dataset, (iv) use the Index Dataset in the operation of its own

data or index business, (v) use the Index Dataset, Resultant Data and/or HFR trademarks,

including HFR Index names, ticket symbols, or graphically representative HFR Index

performance in any manner in association with products which are created as investable index

products.

15.19 London Stock Exchange (SEDOL) Customers wishing to store, extract, download and or

reproduce SEDOL codes are required to sign a license agreement with the London Stock

Exchange. The following exceptions apply:

Where the customer has stored or archived off SEDOL codes for regulatory purposes, as long

as the customer can demonstrate that there are controls in place to ensure SEDOL codes that

only named individuals can access that data for regulatory or regulatory support purposes, then

all SEDOL codes within this database can be discounted.

Where a vendor is unable to control or permission the level of codes provided to the customer,

codes which are not being processed, as defined above, may be discounted. In such cases, the

vendor is required to provide to the London Stock Exchange lists of all customers that have the

ability to access SEDOL codes and the London Stock Exchange will contact such customers to

ascertain whether they are processing SEDOL codes. However, the customer would be

expected to technically demonstrate to the London Stock Exchange that these discounted

ESG Reporting Repository Terms of Use

| 18

codes are being discarded and/or archived for regulatory purposes. Where SEDOL codes are

being held, but not being processed (as per the definition above) because trading has officially

ceased (for example, delisting or maturity date expired) in the security to which they relate, they

can be discounted.

For further information, please refer to the SEDOL Masterfile Pricing and Policy Guidelines, or

contact the London Stock Exchange SEDOL team: info:sedol@londonstockexchange.com

15.20 Standard & Poor's Copyright © 2016, Standard & Poor's Financial Services LLC ("S&P").

Reproduction of RatingsXpress-Credit Ratings in any form is prohibited except with the prior

written permission of S&P. S&P does not guarantee the accuracy, completeness, timeliness or

availability of any information, including ratings, and is not responsible for any errors or

omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the

use of ratings. S&P GIVES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT

NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE OR USE. S&P SHALL NOT BE LIABLE FOR ANY DIRECT,

INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR

CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES

(INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS) IN CONNECTION

WITH ANY USE OF RATINGS. S&P's ratings are statements of opinions and are not

statements of fact or recommendations to purchase, hold or sell securities. They do not address

the market value of securities or the suitability of securities for investment purposes, and should

not be relied on as investment advice.

Composite Ratings. Any Composite Ratings are NOT an S&P rating or any rating issued by a

ratings agency. Further, Composite Ratings are NOT credit opinion.

Copyright © 2018 IHS Markit. All rights reserved.

Last Updated: July 2018

ESG Reporting Repository Terms and Conditions

| 19

Terms and Conditions This agreement (the “Agreement”) to access and use the IHS Markit “ESG Reporting Repository” as herein described

(the “Service”) is made between the corporate entity that you hereby confirm you are authorized to represent or you

as an individual user (“Subscriber”) and if Subscriber is located in North America, Markit North America, Inc. a

Delaware company with its principal place of business at 450 West 33rd Street, 5th floor, New York, New York, 10001

or if Subscriber is located outside of North America, Markit Group Limited, a company incorporated in England

(company number 04185146) whose registered office is at 4th Floor, Ropemaker Place, 25 Ropemaker Street, London,

EC2Y 9LY (“Markit”).

Subscriber hereby acknowledges it has read and understood this Agreement and that it agrees to be bound

by and accepts this Agreement.

1. Term

This Agreement shall be effective from the date of acceptance (the “Acceptance Date”) and shall continue in full force

and effect until terminated by either party with not less than sixty (60) days’ written notice.

2. Service

2.1. License to the Service.

a) Corporate Users. For Subscribers validated as a corporation or other business entity, Markit hereby grants to Subscriber, a worldwide, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Service for itself during the Term in accordance with the terms of this Agreement. The Service shall include an electronic web-based interface that enables Subscriber to upload documents, materials, data and information (which may include questionnaires and templates) (the “Subscriber Materials”) for storage, display to public users (“Public Users”) and display and dissemination to the other registered users of the Service permissioned by Markit (the “Registered Users”), the ability to view other users’ documents and content (provided that Subscriber is permissioned by Markit to do so), access to the Service’s additional functionality as may be developed and enhanced from time to time.

b) Individual Users. For Subscribers validated by Markit as individual (“Individual Users”), Markit hereby grants to Subscriber, a worldwide, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Service for itself during the Term in accordance with the terms of this Agreement. The Service shall include the ability to view other users’ documents and content, provided that Subscriber is permissioned by Markit to do so), but not, for clarity, upload any documents, materials, data, questionnaires, templates or other information.

For the purposes of this Agreement, an “Affiliate” means with respect to any person or entity, any other person or entity

that directly or indirectly controls, is controlled by, or is under common control with such person or entity, from time to

time but only for so long as such control exists. Each Party shall be responsible for the acts and omissions of its

Affiliates.

2.2. Prohibited Use. Subscriber agrees that it shall not distribute or otherwise make available all or any portion of the Service or any data or information included therein to any other person or entity. In addition, Subscriber shall not:

a) modify, change, or create derivative works from all or any part of the Service or the data or information included therein;

b) use any of the Service or the Markit systems for any illegal or unlawful purpose or in a manner which is competitive with, or which would create a functional substitute for, the Service;

ESG Reporting Repository Terms of Use

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c) remove, suppress or modify in any way the proprietary markings, including any trade mark or copyright notice, used in relation to the Service;

d) transmit through the Service any content, data or information that is unlawful, harmful, threatening or malicious; e) refer to the Service in a way which implies (i) that the Service forms part of the services or products offered to

Subscriber’s customers or (ii) that Markit is responsible for the accuracy or quality of the services or any other information or data that Subscriber provides to its customers (including the Subscriber Materials); or

f) infringe, violate, breach or otherwise contravene any rights of Markit or any third party (users of the Service) in connection with the Service, including any copyright, database right, trade mark, patent, right of confidence or any other proprietary or intellectual property right.

2.3. Third Party Materials. Through the Service, Subscriber may be able to access documents, materials, reports, data, questionnaires, templates and any other information that are created and uploaded to the Service by other users of the Service (“Third Party Materials”). Third Party Materials shall be deemed Markit’s Confidential Information; provided, however, that with respect to any disclosures of Third Party Materials pursuant to Section 4.1(a), the applicable user that provided the Third Party Materials at issue shall be considered the “Discloser”. Markit shall not be responsible for Subscriber’s access to such user’s Third Party Materials.

2.4. Additional Services. From time to time, the parties may add additional or new services or functionalities that Subscriber may access and use through the Service. Such additional or new services or functionalities may be set forth in an amendment to this Agreement or other documentation and shall incorporate the terms and conditions set forth in this Agreement.

3. Subscriber Materials

3.1. License to Subscriber Materials. Subscriber hereby grants to Markit a worldwide, royalty-free, fully paid-up, irrevocable, non-exclusive, perpetual license to access, display, distribute, use, create derivative works, copy, and maintain Subscriber Materials.

3.2. Acknowledgement. Subscriber acknowledges that:

a) Markit is authorized to disclose the Subscriber Materials to (a) third parties and (b) Markit’s employees, agents, non-employee consultants or advisors (“Representatives”) in connection with its performance of the Service;

b) Registered Users may use and disclose the Subscriber Materials for internal business purposes and may provide, or permit access to, the Subscriber Materials to (i) its Representatives (ii) any regulatory, governmental, or taxing authority, body or agency and (iii) any person as permitted or required in order to comply with law;

c) Markit is not, through the Service or otherwise, confirming or giving any comfort or advice that Subscriber shall be deemed compliant with any applicable rules, regulations, laws or contractual obligations with third parties;

d) Markit shall be entitled, without further enquiry, to execute or otherwise act upon and rely on any actual or purported instructions, permissions or information provided to Markit or through the Service by Subscriber or its employees or agents of Subscriber permissioned by Subscriber (each a “Designated User”);

e) Markit shall have the right to display on the Service's web-based interface, for viewing by users of the Service, Subscriber’s name, general company information and identification as a user of the Service;

f) Subscriber shall only use Third Party Materials for the purpose for which it was permissioned to Subscriber; g) Markit shall not be responsible for Subscriber's decision or actions to permission, or not to permission, a user’s

access to the Subscriber Materials; h) Subscriber shall be responsible for the actions of its Designated Users and Representatives; i) Markit shall be entitled to use data from the Subscriber Materials to create aggregated data, which Markit shall

own and may license to third parties; and j) Subscriber will use commercially reasonable efforts in the form of antivirus software protection to prevent the

Service or Markit’s systems from being infected with any virus, worm or disabling devices.

3.3. Subscriber Materials. Subscriber represents and covenants that: (a) all Subscriber Materials are accurate, complete, up-to-date and not misleading; (b) Subscriber’s Designated Users and Representatives are authorized to submit such Subscriber Materials on behalf of the Subscriber; and (c) Subscriber has obtained or, prior to submitting Subscriber Materials to Markit or through the Service, will obtain, and will maintain, all of the necessary consents and approvals in order to submit such Subscriber Materials and grant the licenses set forth in Section 3.1.

4. Confidentiality

4.1. Confidential Information. Subject to Section 4.2 and except as otherwise set forth in this Agreement each party (a “Recipient”) shall keep the information that is confidential or proprietary to the other party (the “Discloser”), (“Confidential Information”) secret and confidential and shall use such Confidential Information only in accordance with the terms of this Agreement, and shall not (without the prior written consent of the Discloser) disclose any part of that Confidential Information to any person other than its Representatives; except that (a) a Recipient or its Representatives may disclose the Confidential Information of the Discloser to the extent required under any applicable

ESG Reporting Repository Terms of Use

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legislation or requested by any court or judicial or administrative authority of competent authority, or any regulatory, governmental, or authority, body or agency (provided however, that, if practical, prior to making any such disclosure, the Recipient shall notify the Discloser of such requirement or request, and allow the Discloser the reasonable opportunity to exhaust all reasonable legal and equitable channels for maintaining such information in confidence) and (b) Markit and its Representatives may disclose the Subscriber Materials through the Service.

4.2. Exclusions. Section 4.1 shall not apply to: (a) any Confidential Information shown by the written record to be in or which passes into the public domain, other than directly or indirectly as a result of or in connection with any act or default of the Recipient or any of its Representatives in breach of this Agreement; (b) any Confidential Information which the Recipient can demonstrate was lawfully in its possession prior to disclosure of such Confidential Information by the Discloser; and (c) information that was independently developed by Recipient or its Representatives without use of, or reference to, the Confidential Information of Discloser.

5. Intellectual Property

The Service and all intellectual property rights associated with or comprised in any of the Service or the data or

information included therein (including intellectual property subsisting in the Third Party Materials and any models, feed

formats, software, templates, questionnaires or materials forming part of the Service), all enhancements, modifications,

improvements or additional services applicable thereto and all documentation, computer programs, systems,

customizations, enhancements and websites, excluding the Subscriber Materials, are, in each case, the sole and

exclusive property of Markit and shall not be considered works for hire. Subscriber acknowledges that, as a reasonable

protection of the proprietary rights in the Service and to avoid any breach of Markit’s obligations to third parties (including

users of the Service, as applicable), any dissemination or distribution of the Service or any data or information identical

to, or derived from, the Service by Subscriber shall (other than as permitted expressly under this Agreement) be deemed

a material breach of the terms of Sections 2.1, 2.2 and 4 of this Agreement.

6. Data Protection

6.1. Personal Data. In the event Subscriber includes any information that can be used to identify, locate or contact an individual (“Personal Data”) in the Subscriber Materials or otherwise provides Personal Data to Markit or through the Service, Subscriber represents and warrants that those individuals for which Subscriber includes or provides Personal Data have consented to the collecting, recording, organizing, storing, modifying, using, disclosing or deleting (together, “Processing”) and transfer of their Personal Data as contemplated by this Agreement.

6.2. Processing. Markit will handle all Personal Data in accordance with Markit’s online privacy policy available at

https://ihsmarkit.com/Legal/privacy-policy.html (or any successor website identified by Markit). In connection with the

Service, Markit may (a) Process the Personal Data; and (b) transfer Personal Data inside of, and outside of, the United States and the European Economic Area.

7. Security and Login.

7.1. Login. Subscriber agrees that the log-on access codes, user names and passwords (“Logins”) provided to Subscriber and the Designated Users to access the Service are personal to and for use only by the Designated Users and Subscriber shall ensure that all such Logins are kept confidential by Subscriber and the applicable Designated Users. Subscriber is responsible and liable for all activities conducted through the Logins.

7.2. Security. Subscriber shall ensure that it has implemented security systems and procedures to prevent the unauthorized access to, or misuse or disruption of, the Service or Markit’s systems. Subscriber shall immediately email

Markit at ESGReportingRepository@ihsmarkit.com if Subscriber becomes aware of any unauthorized access to, or misuse

or disruption of, the Service or Markit’s systems, setting forth in reasonable detail the nature of the security breach and the measures taken by Subscriber to cure such breach.

8. Suspension and Modification

8.1. Suspension. If Markit suspects unauthorized use of any Login, Markit may immediately cancel or suspend one or more Logins or assign replacement Logins to Subscriber and Subscriber shall comply with any request by Markit for Subscriber to cancel or suspend the Login or the applicable Designated User’s access to the Service, in each case, without liability to Subscriber. In addition, Markit is entitled to suspend without liability to Subscriber the Service or any part thereof if in its reasonable opinion: (a) Subscriber is in breach of the terms of this Agreement; (b) Subscriber fails to cooperate with any reasonable investigation of a breach of this Agreement; (c) it is necessary to do so in order to comply with any applicable law, regulation or decision of any applicable regulatory body; or (d) suspension is necessary in order to minimize threats to, and to protect the operational stability and security of, the Service and Markit’s systems.

ESG Reporting Repository Terms of Use

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8.2. Modification. The Service is subject to modification by Markit to the extent Markit determines in its sole discretion, acting in good faith that such modification is required or desirable. Without limiting the foregoing, Markit reserves the right to modify the permitted and prohibited uses of the Service.

9. Fees and Charges

9.1. Fees. There are no fees payable upon acceptance of this Agreement.

9.2. Fee Changes. Markit reserves the right to introduce and/or amend the fees for the Service, subject to Markit providing Subscriber with no less than sixty (60) days’ prior notice (by email or via the Service to be acceptable). If Subscriber does not accept such fees, Subscriber may provide written notice of termination to Markit at any time prior to the introduction or amendment of such fees (“Relevant Date”) and such termination will take effect on the Relevant Date.

9.3. Taxes. In addition to the Fees, Subscriber will pay to Markit or to the relevant taxing authority, as appropriate, any applicable sales, use, goods and services, value added, withholding or similar taxes payable (including any penalties, interest or similar charges in lieu of failure to timely pay) under this Agreement so that after payment of such taxes the amount Markit receives is not less than the Fees.

10. Warranties

10.1. Mutual Representations and Warranties. Each party hereby represents and warrants to the other party that:

a) it has the full right, power and authority to execute, deliver and perform this Agreement in accordance with its terms;

b) this Agreement has been duly executed and delivered by or on behalf of such party and constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; and

c) no consent, approval, authorization or order of any person or entity is required for the execution, delivery or performance of this Agreement by such party, and neither the execution, delivery nor performance of this Agreement by such party will (i) conflict with, or result in a breach of, or constitute a default under, or result in a violation of, any organizational document of such party or any agreement or instrument to which such party is subject or by which it is bound, or (ii) result in the violation of any applicable law, rule or regulation to which such party is subject.

10.2. Disclaimer of Warranties. SUBSCRIBER AGREES THAT THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AND THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THIS AGREEMENT, MARKIT MAKES NO REPRESENTATION, WARRANTY, CONDITION, UNDERTAKING OR TERM, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE SERVICE (INCLUDING WITH RESPECT TO MAINTENANCE AND SUPPORT) OR ANY OF THE DATA OR INFORMATION INCLUDED THEREIN OR MADE AVAILABLE TO SUBSCRIBER UNDER THIS AGREEMENT, INCLUDING OF MERCHANTABILITY OR THAT ANY OF THE SERVICE IS FIT FOR ANY PARTICULAR PURPOSE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MARKIT BE LIABLE FOR ANY DAMAGES,

INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR

CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING OUT OF OR RELATING TO YOUR USE OF THE

SERVICE, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN

OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE OR SYSTEM FAILURE, UNAUTHORIZED

INTERCEPTION OF INFORMATION, OR OTHER SECURITY THREATS RELATING TO THE SERVICE, EVEN IF

MARKIT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. PAST

PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

12. Indemnification

Subscriber hereby agrees to indemnify and hold harmless (a) Markit and its Affiliates and each of their respective

directors, officers, agents, employees, successors and assigns (together the “Markit Indemnitees”) from and against

any and all losses, liabilities, damages, costs (including reasonable attorneys’ fees) and expenses (together, “Loss”)

arising as a result of any claim, suit or proceeding (“Claim”) brought by a third party against any Markit Indemnitee in

connection with the Subscriber Materials or Subscriber’s access or use of the Service and (b) the Markit Indemnitees

and the users of the Service and each of their respective directors, officers, agents, employees, successors and assigns

(together the “User Indemnitees”) from and against any Loss arising as a result of any Claim brought by a third party

against any Markit Indemnitee or User Indemnitee that the Subscriber Materials infringe any patent, trade secret,

copyright or other proprietary rights of such third party.

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13. Termination

13.1. Termination By Either Party. Either Party may terminate this Agreement or cancel or withdraw all or any part of the Service upon written notice to the other Party at any time: (a) in the event of a material breach by the other party of any of the provisions of this Agreement and (where the breach is capable of being remedied) that breach has not been remedied within thirty (30) days after its receipt of written notice thereof; (b) if the other party becomes insolvent or bankruptcy proceedings are commenced by or against such other party; or (c) in the event access to the Service (as permitted under this Agreement) has, pursuant to the judgment of a court of competent jurisdiction or a regulatory agency, become unlawful.

13.2. Termination By Markit. Markit may terminate this Agreement and cancel or withdraw all or any part of the Service at any time upon written notice to Subscriber (a) where Markit has determined that the provision of the Service or such part of the Service has become unlawful, (b) that the Service or such part of the Service has become subject to a claim that it infringes the rights of any third party or (c) in the event Markit discontinues the Service or such part of the Service for all similarly situated users of the Service.

13.3. Post Termination. Upon any termination or expiration of this Agreement:

a) all licenses granted by Markit under this Agreement shall terminate automatically and immediately; and b) Subscriber shall immediately cease using the Service.

14. General

14.1. Modification of Terms. Markit may modify this Agreement from time to time at Markit's discretion. Any such modification takes effect at the time specified by Markit and without the Subscriber’s prior consent. Markit shall notify Subscriber via the Service upon log-in or available on the website. The Subscriber is deemed to have accepted the modified Agreement and to ensure compliance with them by all Designated Users and Representatives. If Subscriber does not accept modifications, Subscriber may provide written notice of termination to Markit within thirty (30) days of such modification.

14.2. Notices. Whenever any notice or other communication is given by one party to the other under this Agreement (“Notice”), such Notice shall be in writing and may be delivered by, reputable courier service or registered or certified mail, return receipt requested, addressed as set forth on the Service; provided, however, that Markit may deliver Notices (a) to Subscriber in writing by email to the email address set forth for Subscriber on the Service or (b) through the Service. Notices properly given in accordance with this Section 14.1 shall be deemed received on the second business day after being sent (or, if sent by facsimile, email or through the Service, on the first business day after being sent).

14.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and (to the extent permissible by law) supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter. All terms, conditions and warranties not stated expressly in this Agreement, and which would in the absence of this provision be implied into this Agreement by statute, common law, equity, trade, custom or usage or otherwise, are excluded to the maximum extent permitted by law.

14.4. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Neither Party shall assign this Agreement without the prior written consent of the other; provided, however that Markit shall be entitled to assign this Agreement without such prior consent (a) to an entity acquiring all or substantially all of the assets of Markit that relate to the Service, (b) the successor in any merger involving Markit and (c) to an Affiliate.

14.5. Force Majeure. Neither party will be liable for any failure to perform any obligation hereunder, or for any delay in the performance thereof, due to any industrial dispute of whatever nature, act of God, act of the public enemy or war, sabotage or terrorism, act of government, failure of a third party telecommunications or electricity provider, fire, flood or other casualty or other circumstances beyond the reasonable control of the party whose performance is prevented or delayed (each a “Force Majeure Event”). The party prevented from performance by a Force Majeure Event shall give the other party written notice of the Force Majeure Event promptly upon discovery thereof, and shall use reasonable efforts to recommence performance of the affected obligations or provide an acceptable alternative.

14.6. Waiver. No failure to exercise nor any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

14.7. Severance. If any provision or any part of this Agreement is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the law of any jurisdiction (a) the validity, legality and enforceability under the law of that jurisdiction of any other provision and (b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, in each case, shall not be affected

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or impaired in any way thereby. If any provision of this Agreement shall be held to be void or declared illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from this Agreement and shall be deemed to be deleted therefrom and the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected.

14.8. Survival. Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement will survive, in respect of such termination or expiration and continue in full force and effect, including, but not limited to, Sections 3.1(License to Subscriber Materials), 4 (Confidentiality), 5 (Intellectual Property), 9 (Fees and Charges), 10 (Warranties), 11 (Liability), 12 (Indemnification), 13.3 (Post Termination) and 14 (General). In the event of a discrepancy between the Section numbers and titles above, the titles shall control.

14.9. Third Party Rights. Markit’s Affiliates shall be entitled to enforce and rely on rights or benefits under this Agreement as an intended third party beneficiary. The User Indemnitees shall be entitled to enforce and rely on the rights and benefits set forth in Section 12(b) as an intended third party beneficiary.

14.10. Governing Law and Disputes. In the event that the Markit entity identified in the parties section above is based in North America, this Agreement shall be governed by the laws of the State of New York and the Parties hereby submit to the exclusive jurisdiction of the appropriate courts in New York; otherwise this Agreement shall be governed by the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the appropriate courts in England, in each case for purposes of all legal proceedings arising out of or relating to the construction, validity and performance of this Agreement and the transactions contemplated hereby (including non-contractual disputes or claims) and without regard to any conflicts of laws principles.

14.11. Cumulative Remedies. No specific remedy under this Agreement shall limit a party’s right to exercise all other remedies available to such party under law, and all such remedies shall be cumulative.