CLIMATE CHANGE REPORTING TAXONOMY LICENSE

1.	License Grant for General Use. 
a.	For the duration of the Term, provided that you (You) are not in breach of any term or condition of this Agreement, the Climate Disclosure Project ("CDP") hereby grants to You, and You hereby accept, subject to the terms and conditions of this Agreement, a non-exclusive, and non-assignable license to download the Climate Change Reporting Taxonomy and access the CDP website in connection with Your use of the Climate Change Reporting Taxonomy (the Taxonomy). You must not make use of, or supply the Taxonomy to any company, firm, or individual except under the terms of this policy.
b.	Under no circumstances may the Climate Change Reporting Taxonomy, or any part of it, be modified in any way (except as permitted herein), such as by removing the copyright notice or references to the copyright holder (collectively, the General Use). 
c.	The Climate Change Reporting Taxonomy is protected by copyright laws and international copyright treaties. Except for such rights expressly granted to You herein, You acknowledge that all title, ownership rights, and any and all Intellectual Property rights in and to the Taxonomy (and any and all copies, new versions, and any other manifestations thereof, in tangible or intangible form) shall remain with CDP (and its licensors, if any) at all times. No Intellectual Property right shall vest in or be transferred to You, except for the limited license expressly stated herein. CDP reserves all rights not expressly granted to You under this Agreement. You further acknowledge that this product may contain other Intellectual Property of additional third party licensors (collectively, the Other Licensor(s)). Your agreement to the terms and conditions herein shall include agreement to all terms of all Other Licensor(s).
d.	For purposes of this Agreement, Intellectual Property means, for any person or entity, patents (including patent applications), know-how, trademarks, trade names, service marks, domain names, trade dress, logos or other identifying indicia, trade secrets, copyrights and copyrighted materials, software, confidential information, systems, technology, supplier data and access to any other intellectual property owned or controlled by, or licensed to such person or entity.
e.	The rights set out herein only apply to the XBRL Taxonomies and related documents and material published by the Carbon Disclosure Project, including versions thereof. 
f.	This license permits you to make use of the Taxonomy in the following manner: 
i.	use in the creation of XBRL instances.
ii.	use as a basis for the creation of other XBRL-compliant taxonomies with a non-commercial purpose.
iii.	distribute non-commercially.
g.	To enable you to use the material for the purposes listed in clause 1f) you are permitted subject to the limitations of this license to: 
i.	use, reformat, store, and back up the Data that comprises the Taxonomies and related material, including the conversion of the Data into hard copy from Electronic Format.
ii.	amend the material to create additional or extension taxonomies.
iii.	map to instances.
iv.	make the Taxonomy publicly available provided you do not receive payment for doing so. This includes bundling it for free in commercial software distributions.
v.	You will not alter or amend the materials that you make publicly available under the provisions of this clause.
vi.	You will acknowledge the Carbon Disclosure Project  rights in the material in accordance with clause 2c below. 
2.	Restrictions on use. Except as expressly permitted by this Agreement or applicable law, You shall not and shall not attempt to, and shall not permit any third party to or attempt to: 
a.	permit any person, other than You, to use or access the Climate Change Reporting Taxonomy except under the terms set forth herein. 
b.	alter, remove, or obscure any copyright or other proprietary or legal notice on or in the Climate Change Reporting Taxonomy. 
c.	Publish or issue any copies of the material or extracts thereof reproduced under the permissions granted by this license without being accompanied by an acknowledgement in the form:  Carbon Disclosure Project, used with permission.
d.	use the name, logos, or other trademarks of the CDP without CDPs prior written consent. 
e.	reproduce in either hard copy or electronic form any material, extracts or combination of the Taxonomy or its related materials for any seminar, conference, training or similar Commercial event without prior written permission from Carbon Disclosure Project. 
f.	sell, resell, license or sublicense the Climate Change Reporting Taxonomy, in whole or in part, to any third party.
g.	Translation of any of the material contained herein into any other language is prohibited without the prior permission of the Carbon Disclosure Project. If you wish to translate the Taxonomy please contact the Carbon Disclosure Project. 
h.	make use of the Climate Change Reporting Taxonomy for other than for General use, namely the purposes set out in clause 1f. 
3.	Term.
a.	This Agreement will take effect, and Your non-exclusive license to use the Climate Change Reporting Taxonomy, will begin immediately upon the download or electronic access to the Taxonomy, and continue until termination in accordance with the terms hereof; provided, that CDP reserves the right to require acknowledgment of the terms and conditions herein, as the same may be updated and modified from time to time. 
b.	CDP may terminate this Agreement, and/or Your access to the Climate Change Reporting Taxonomy for General Use at any time without notice.
c.	Upon termination or expiration of this Agreement, all licenses granted under this Agreement shall cease and You shall immediately cease access to and use of the Climate Change Reporting Taxonomy.
4.	Disclaimer of Warranties; Limitation of Liability.
a.	YOUR USE OF THE CLIMATE CHANGE REPORTING TAXONOMY AND THE INTELLECTUAL PROPERTY OF OTHER LICENSOR(S) IS AT YOUR SOLE RISK. THE TAXONOMY AND THE INTELLECTUAL PROPERTY OF OTHER LICENSOR(S) IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," FOR YOUR GENERAL USE, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, OF ITS QUALITY, ACCURACY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. CDP DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING YOUR ABILITY TO ACCESS THE TAXONOMY, ANY INTERRUPTION OF ACCESS OR ERRORS IN ACCESSING, OR THAT DEFECTS IN THE CLIMATE CHANGE REPORTING TAXONOMY WILL BE CORRECTED, OR THE USE OF, OR THE RESULTS OBTAINED WITH THE PRODUCT IN TERMS OF ACCURACY, CORRECTNESS, OR RELIABILITY. WITHOUT LIMITING THE FOREGOING, THE CDP DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES THAT THE XBRL TAXONOMY CHANGE APPLICATION OR THE INTELLECTUAL PROPERTY OF OTHER LICENSOR(S) IS FIT FOR A PARTICULAR PURPOSE OR NEED, OR IS NON-INFRINGING.
b.	EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, (I) IN NO EVENT SHALL THE CDP OR ITS THIRD PARTY SOFTWARE OR DATA PROVIDERS BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, RELIANCE, TORT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DELAYS, ERRORS, OMISSIONS, INACCURACIES, LOST DATA, THE COST OF RECOVERING SUCH PROGRAMS OR DATA, THE COST OF ANY SUBSTITUTE PROGRAM, CLAIMS BY THIRD PARTIES, DATA ACCURACY, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, REGARDLESS OF WHETHER THE CDP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE MAXIMUM AGGREGATE LIABILITY OF THE CDP IN CONNECTION WITH THIS AGREEMENT OR THE TAXONOMY SHALL BE LIMITED TO ANY FEE, IF ANY, PAID BY YOU FOR THE LICENSE GRANTED HEREUNDER.
c.	You agree that the limitations and exclusions of liability contained in the Agreement are reasonable. You, for Yourself and each of Your affiliates, hereby release CDP from any and all claims You and/or any of them may have against CDP or its agents as a result of the inability to access the Climate Change Reporting Taxonomy. You shall indemnify, reimburse, defend and hold harmless the CDP in respect of any losses suffered by the CDP: 
i.	as a result of a claims and damages (including reasonable attorneys fees) made against the CDP regarding Your use of the Climate Change Reporting Taxonomy by You or Your affiliates where such liability would be excluded or limited under this Agreement if such claims were made by You against the CDP assuming the validity and enforceability of the immediately preceding sentence. 
ii.	any damages or harm You or any of Your affiliates may suffer as a result of the inability to access the Climate Change Reporting Taxonomy.
iii.	as a result of any use of the Climate Change Reporting Taxonomy by You or through someone on your behlaf other than as expressly permitted hereunder, and 
iv.	your misuse, misappropriation or violation of any rights in connection with the use of the Intellectual Property of Other Licensor(s).
5.	Miscellaneous
a.	CDP reserves the right, in its sole discretion and without prior written notice to You, to modify, augment, or otherwise alter the terms of this Agreement in the course of any term of Your usage. You acknowledge and agree that any and all modifications, augmentations and other alterations of this Agreement made by the CDP shall be binding upon You on and as of the posting of such updated Agreement on the Taxonomy web site. You further acknowledge that it is Your duty and obligation to apprise Yourself of, and comply with, the terms of this Agreement, as modified from time to time, each time You access the Climate Change Reporting Taxonomy.


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