WEBSITE AND DATA USAGE TERMS AND CONDITIONS

1.  WEBSITE USAGE

1.1.   Acceptance of these Terms

This is an agreement between you and/or the organization you represent (“you” or “your”) and Climate Engagement Canada as managed by the Responsible Investment Association, collectively “CEC”) which governs your use of the CEC website and any content published on the website including all reports, data, blog posts, or other content (collectively, the “Website”).  By accessing, downloading, or otherwise using any component of the Website you are signifying your acceptance of the terms of these Website and Data Usage Terms and Conditions (the “Terms”), and you represent and warrant that you have the legal authority to bind any organization on whose behalf you are accessing the Website. CEC reserves the right to update or modify these Terms at any time without prior notice. Your continued use of the Website following any such changes constitutes your agreement to and acceptance of the changes.

If you do not agree to the Terms or any part of these Terms, you must leave the Website and cease use of any component of the Website.

It is recommended that you print or save a copy of these Terms for your records.

1.2.  Use of the Website

Subject to your compliance with these Terms, CEC grants you a limited, non-exclusive, revocable right to use the Website and the information provided on the Website for:

(a)            informational purposes, including (and subject to the disclaimers below) to inform your investment research, your corporate engagement and proxy voting;

(b)           to re-publish the information to demonstrate to your stakeholders how you deliver on your climate policy objectives; and

(c)            for general research and internal business use.

1.3.  Prohibited Uses of the Website

As a condition of your use of the Website or any data thereon, you agree not to:

(a)            use the Website for any purpose that is or is likely to be a violation of applicable law, statute, regulation, or is otherwise unlawful;

(b)           circumvent such limit or limits imposed by CEC with respect to the number or frequency of requests made to the Website, including the retrieval of financial data and information using CEC services;

(c)            access or use the Website in a manner that is or could potentially be disabling, damaging, overburdening, or otherwise interfere with the functioning of the Website;

(d)           engage in any conduct, as determined solely by CEC, that may harm CEC or any user of the Website or expose them to liability;

(e)            access content and data that is not intended for you;

(f)            attempt to breach or breach the security and/or authentication measures which are not authorized;

(g)           restrict, disrupt or disable service to users, hosts, servers, or networks;

(h)           use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring, scraping, or copying any of the material on the Website;

(i)             knowingly transmit viruses or disabling features which may or will damage, or interfere with, the Website;

(j)             attempt to gain unauthorized access or exceed existing authorization to all or any portion of the Website or its related systems or networks; or

(k)           facilitate or assist any other person in any unlawful or prohibited use.

1.4.   Usage of Information

Without limiting the paragraphs in Section 1.3, none of the data or information on the website is permitted to be used in connection with the creation, development, exploitation, calculation, dissemination, distribution or publication of financial indices or analytics products or datasets (including any scoring, indicator, metric or model relating to environmental, climate, carbon, sustainability or other similar considerations or products) or financial products (including, but not limited to, exchange traded funds, mutual funds, undertakings collective investment in transferable securities, undertakings for collective investment in transferable securities, collective investment schemes, separate managed accounts, listed futures and listed options, and/or other financial products and services).  You are prohibited from using any data or information on the Website in any of such ways and from permitting or purporting to permit any such use.

The data referenced or contained on the Website, including any supporting materials,  may not be used to create or directly as a “benchmark” including as defined by any regulatory bodies and laws, including the Canadian Securities Administrators (“CSA”), the Investment Industry Regulatory Organization of Canada (“IIROC”), the Office of the Superintendent of Financial Institutions (“OSFI”), the corresponding provincial and territories securities laws and regulations, or equivalent international bodies and laws (e.g., Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds, the European Benchmark Regulation,  and The Benchmarks Amendment and Transitional Provision,  EU Exit Regulations 2019 and the UK Benchmark Regulation). 

2.  Limitations of LIABILITY and Disclaimers

2.1.   Disclaimer of Liability

YOU MUST MAKE YOUR OWN DECISIONS AND ARE SOLELY RESPONSIBLE FOR HOW YOU USE THE WEBSITE AND ANY ASSOCIATED DATA OR INFORMATION. CEC, ITS PARTNERS, AFFILIATES, LICENSORS, VENDORS, PERSONNEL, STEERING COMMITTEE, TECHNICAL COMMITTEE, INDUSTRY LEADERS ADVISORY PANEL, VOLUNTEERS, AGENTS, DIRECTORS, AND CONTRIBUTORS (COLLECTIVELY “CEC RELEASED PARTIES”) CANNOT GUARANTEE THE ACCURACY OF ANY DATA MADE AVAILABLE ON THE WEBSITE AND MAKE NO WARRANTY IN RELATION TO SUCH INFORMATION.  THE DATA AND INFORMATION MUST NOT BE USED TO FORM THE BASIS OF ANY ADVICE (INVESTMENT, PROFESSIONAL OR OTHERWISE).  BY ACCESSING THE WEBSITE OR ANY DATA THEREON YOU HEREBY RELEASE AND HOLD HARMLESS THE CEC RELEASED PARTIES FROM ANY AND ALL LIABILITY FOR ANY CLAIM OR LOSS ARISING IN ANY THEORY OF LAW (INCLUDING CONTRACT, TORT, AND NEGLIGENCE) FOR ANY USE OR RELIANCE ON, THE WEBSITE, DATA OR OTHER INFORMATION. IT IS FOR INDIVIDUAL ORGANISATIONS TO DETERMINE THE MOST APPROPRIATE WAYS IN WHICH THIS DATA CAN BE HELPFUL TO THEIR INTERNAL PROCESSES.

CEC AND CEC RELEASED PARTIES PROVIDE NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, QUALITY OR NON-INFRINGEMENT OF ANY SERVICE OR INFORMATION CONTAINED ON THE WEBSITE IN ANY FORM OR MANNER WHATSOEVER.

You acknowledge that your use of the information and data, including rates, reports, data, and statistics, provided through this Website is at your sole and own risk. Under no circumstances shall CEC or CEC Released Parties involved in creating, producing or delivering this Website or content found on this site be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from: (a) any content or material downloaded from this Website; (b) any links provided on this Website; (c) any errors in, or omissions from, the data found on this Website; (d) the unavailability or delay of any such data; or (e) your use of the data found on this website or any conclusions you draw from it, regardless of whether you received any assistance from CEC or its employees with regard to such data. You hereby agree to release and hold harmless CEC and the CEC Released Parties for all matters described in this section.

Links to other sites are provided for your convenience. CEC accepts no responsibility or liability for the content of those sites or of any external site which links to this site.

The data CEC uses for the company alignment is provided by external third-party data providers. CEC cannot guarantee the accuracy of data from third-party providers and, without limiting anything else in these Terms, CEC disclaims any responsibility or liability related to such third-party content.

2.2.  Not Financial Advice

You acknowledge, understand, and agree that your use of the data and information is at your own risk. The information provided does not comprise, constitute or provide, nor should it be relied upon as, investment or financial advice, credit ratings, an advertisement, an invitation, a confirmation, an offer or a solicitation, or a recommendation, to buy or sell any security or other financial, credit or lending product or to engage in any investment activity, or an offer of any financial service. The assessments provided do not purport to quantify risks to a portfolio (or any part thereof), nor make any representation as to the performance, strategy, prospects, creditworthiness, or risk associated with any investment, nor their suitability for purchase, holding or sale in the context of any particular portfolio. The data and metrics included in these assessments are provided with the understanding and expectation that each investor will, with due care, conduct its own investigation and evaluation of each security or other instrument that is under consideration for purchase, holding, or sale.

2.3.  No Scenario Endorsement

The company alignment metrics may use one or more scenarios, as set out in the corresponding reference materials and documents produced by CEC. The choice of any scenario should not be taken as any endorsement of those scenarios, nor any statement as to the accuracy or completeness of those scenarios’ methodologies or assumptions, nor as a general preference of those scenarios over any other economic scenarios. The analysis provided by the company alignment metrics may be carried out using other economic scenarios, and users must form their own view as to the decarbonization scenarios, trajectories, and models that are most appropriate to their portfolio and investee companies. No explicit or implicit assumption is made in relation to the current or future alignment of the scenarios with climate-related policies of any government at the international, national, or sub-national level.

2.4.  Downloads and Data Files

We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Website will be free of viruses or other destructive code. We will not be liable for any loss or damage caused by denial-of-service attack, distributed denial-of-service attack, overloading, flooding, mailbombing, or crashing, viruses, trojan horses, worms, logic bombs, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items found or attained through the website or to your downloading of any material posted on it, or on any website linked to  it. You remain responsible for ensuring you have implemented appropriate measures to detect, counteract, and protect against such threats.

2.5.  Hyperlinks

CEC may provide hyperlinks to external sites on the Website as a convenience to you. CEC has no control over the content posted on these external sites, nor does CEC make any representation as to the content of these websites. Hyperlinks to other internet resources are to be used by you at your own risk. The content, accuracy, opinions expressed, and other links provided by these resources may not be investigated, verified, or monitored by CEC, and such links are not endorsed by CEC unless otherwise specifically stated on the Website. If you believe that CEC has provided a hyperlink to a site that contains infringing or illegal content or which makes available cracker tools or other circumvention devices, we ask you to promptly notify CEC so that we may evaluate whether (in CEC’s sole discretion) to disable it.

3.  INDEMNITY

You agree to indemnify, defend, and hold harmless CEC and the CEC Release Parties, CEC’s directors, affiliates, business partners, employees, agents, licensors and all third parties from and against any and all claims, actions, losses or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of these Terms; (b) your access and use of the Website; (c); your use and/or reliance on the Website; (d) your publication, communication, distribution or transmission otherwise of the content on the Website; or (e) your violation of any law or regulation. You will use your best efforts to cooperate with CEC in the defense of any claim. CEC reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

4.  Intellectual Property

CEC is the owner or authorized licensee of the materials posted to the Website. You are hereby granted a non-exclusive, revocable licence to use such materials in accordance with the usage rights and restrictions set out in these Terms. Except for the rights provided to you above, all other rights are reserved to CEC. Among other things, except to the extent required for the limited purpose of reviewing material on the Website, electronic reproduction, adaptation, distribution, performance, or display of any of these materials is prohibited. You may not display this Website in frames (or any of the content via links) without CEC’s express written permission.

5.  GENERAL

5.1.  No Waiver

Except as otherwise set forth in these Terms, no waiver of any of the foregoing terms and conditions shall be effective unless it is in writing and signed by an authorized representative of CEC, and no waiver shall be deemed to imply or constitute a continuing waiver or a waiver of any other term or condition.

5.2.   Jurisdiction and Governing Law

For any disputes arising under these Terms or against CEC in general, you agree to the exclusive jurisdiction of the courts of Toronto, Ontario, Canada, for resolution. The Provincial laws of Ontario and Federal laws of Canada, as applicable (except its conflict of laws rules) will be applied to any dispute, regardless of where it is heard, and these terms and conditions and the interpretation thereof are governed by the laws of the Province of Ontario and the Federal laws of Canada as applicable.

5.3.  Construction

If any portion of these Terms is ruled invalid or otherwise unenforceable, these Terms will be deemed amended in order to achieve as closely as possible the same effect as originally drafted, and the unenforceability of any provision shall not affect the enforceability of any other provision. Any invalid or unenforceable portion shall be construed as narrowly as possible to give effect to as much of these Terms as possible. The headings used in these Terms are intended solely for convenience of reference and are not intended to explain, modify, or place any construction or limitation upon any of the provisions of these Terms.

5.4.  Modifications to the Terms and Conditions

We reserve the right in our sole discretion to revise and update these Terms from time to time. These modifications are effective upon posting and apply to all access to and continued use of the Website. While CEC will post a notice of change on its Website, you agree to periodically review the terms and conditions in these Terms to be aware of any such modifications and your continued use of the Website signifies your acceptance of any such modifications.

5.5.  Contact

If you have any questions regarding cases not covered under these Terms, please email cec@riacanada.ca.

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