Last Modified: February 13, 2024

ESG PLAYBOOK, INC.

CUSTOMER TERMS OF SERVICE

Welcome to ESG Playbook’s cloud-based Products (“Products”) created by ESG Playbook, Inc. These Terms of Use (“TOS”) are a contract between You as a subscriber and persons authorized by you for access to the Products (individually and collectively, “You,” “Your,” “Yourself,” or “Subscriber”) and ESG Playbook, Inc. including its successors (collectively “ESG Playbook,” “We,” “Us,” or “Our“), with regard to the access and use of Our Products and their component pages, content, and/or online services made available through the Application. Any references to ESG Playbook shall include, where appropriate, its employees, officers, directors, investors, agents, consultants, assignees, affiliates, partners, contractors, attorneys, accountants, advertisers, and any and all other individuals and organizations providing services on behalf of ESG Playbook. Please read these TOS fully and carefully before accessing and using Our Products.

  1. USE

1.1 Acceptance. By You completing the associated Order Form and Subscription Agreement (“ESG Playbook Subscription Agreement”) and/or by accessing and using the Products, You accept and agree to be legally bound by these TOS and all prospective amendments to these Terms, including Our Privacy Policy accessible at the Website. Where there is any inconsistency between the provisions of these TOS or an Order Form, then the terms of the Order Form shall prevail. This agreement is made by You, just as if it had been made in writing. If You do not agree to these Terms, do not use the Products or any of Our features or services available by use of the Products.

1.2 Amendment. We may modify these TOS at any time so be sure to check back regularly. By continuing to use or access the Products after these TOS have changed, You indicate Your agreement to the revised TOS. If You do not agree to the changes, You should stop using or logging in to the Products.

1.3 Additional Terms. Although you are always bound by the TOS, in using additional features, products, or services you may be bound by and subject to additional terms, including but not limited to Frequently Asked Questions (“FAQs”), guidelines, and rules applicable to certain features, products, or services of the Products. These additional terms may be posted and modified periodically. Any and all additional terms will not change or replace these TOS regarding use of the Products. Any and all additional terms are incorporated within these TOS by reference.

  1. RIGHTS AND RESTRICTIONS

2.1 Subject to these TOS, ESG Playbook hereby grants to Subscriber a limited, non-exclusive, non-sublicensable, non-transferable right to access and use the Products for its internal business purposes only during the Term. Products are available based on the Subscriptions and may be accessed by only the permitted number of Users for Subscriber’s Subscription. Any improvements, modifications, updates, extensions and enhancements that the We make to the Products will be made available to Subscriber pursuant to this Section 2.1. No rights are granted to You other than as expressly set forth herein.

2.2 Subscriber is solely responsible for obtaining and maintaining the hardware, software, and telecommunications equipment needed to access the Products. To facilitate access to the Products, ESG Playbook will supply default administrator login credentials (“Login Credentials”) for You to assign user names and passwords to all personnel that will access the Products. Subscriber assumes sole responsibility for use of the Login Credentials.

2.3 SUBSCRIBER MAY NOT:

(i) use the Products for any purpose other than making use of the reports generated by it for its internal business purposes and for the business entity(ies) defined in the Order Form, and You may not use the Products for providing a service bureau, or services to or on behalf of third parties, unless agreed in writing by ESG Playbook;

(ii) provide access to, convey or otherwise transfer or assign the Subscription, any copies thereof, or any Subscriber’s passwords or usernames;

(iii) modify or use the Products or ESG Playbook’s computer systems or networks in any manner not expressly authorized by these TOS;

(v) reverse engineer, decompile, disassemble, translate, and/or prepare derivative works based on the Products or any ESG Playbook Confidential Information, in whole or in part;

(vi) publish, upload or otherwise transmit data to or using the Products that contains any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;

(vii) develop a service or services for its own use or offered to third parties based on the Products or any ESG Playbook Confidential Information, in whole or in part; unless agreed in writing by ESG Playbook; or

(viii) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Products.

At any time during the term of these TOS, ESG Playbook may modify the Products to include technical measures that shall notify ESG Playbook of any unauthorized use.

2.4 Subscriber shall not use the Products or ESG Playbook’s computer systems or networks to submit or link to any content which is defamatory, abusive, hateful, threatening, libelous, harassing spam or spam-like, likely to offend, contains adult, nudity or objectionable content, contains personal information of others, or is racially, sexually, religiously, or otherwise objectionable or offensive, risks copyright infringement, encourages unlawful activity, or violates any laws.

  1. OTHER TERMS

3.1 All Subscriber Content uploaded to, transferred through, processed or entered into the Products by Subscriber and/or its Users shall be the sole responsibility of Subscriber. Subscriber is responsible for entering content into the editable fields for the report profile and organizational profile for the Products. Subscriber or Your User’s are responsible for ensuring that the link to the report provided in the Report Registration form of the Products links to the website that hosts the original report.

3.2 Subscriber shall be responsible and ensure that:

(i) all contact information, billing information and credit card information provided to ESG Playbook is correct, and promptly update such information becomes outdated or inaccurate;

(ii) Your and Your Users use of the Products are in compliance with all laws, and Our security and administrative regulations as provided during registration, in e-mail, on the Platform, or in any other manner;

(iii) Your and Your Users will not use the Products in any manner incompatible with the purpose intended including without limitation any use which may result in the infringement of any third party’s copyright, may be understood as a threat or which constitutes a dissemination of business secrets, or may incite a third party to commit or participate in a crime;

(iv) You will not use or provide access to the Products to anyone other than to its registered Users who have completed the registration form and agreed to these TOS, and the Website Terms of Use and Privacy Policy, and that User accounts are not shared or used by more than one individual User; and

(vii) You will notify ESG Playbook of any suspected breach of these TOS.

3.3 While We strives to ensure that the information included on the Products are accurate and reliable, errors may sometimes occur in the transmission of information. ESG Playbook does not guarantee that the content included in its Products is free from all technical inaccuracies, functional issues or typographical errors. You and Your Users acknowledge such limitations of the Products and accept the potential inaccuracies set out above.

  1. ACCESS TO THE PRODUCTS

4.1 Access to the Products will be restricted to You and Your Users. Such access will only be provided to the Users after they validate their email, and agree to these TOS. By agreeing to these TOS, each User represents and warrants that he/she has obtained all necessary internal approvals and that he/she is authorized to represent Subscriber.

4.2 There is no time restriction on the completion of a report other than such completion must occur during the Term. Before the Users can publish the reported data, they will be asked to confirm that they are legally allowed to represent the reporting organization.

4.3 We reserves the right to revoke the access and usage rights of any User in case of abuse of log-in details, misrepresentation or acts by the User in violation of these TOS.

4.4 ESG Playbook shall not be liable for any damages caused by persons who were not authorized to represent Subscriber or any other organization. If any organization becomes aware of any unauthorized representation of their organization, this organization can contact ESG Playbook at szugel@esgplaybook.com.

  1. TRIAL ACCESS TO THE PRODUCTS

If You are accessing the Products pursuant to a Trial Period Agreement:

5.1 You may use the Products including Output solely for the time period specified in the Trial Period Agreement and solely for the purposes of testing and familiarizing Yourself with the Products and not for any other purpose including without limitation, Your business purposes;

5.2 You may not disclose, sell, resell, display, use or otherwise distribute any element of the Products (including any Output) other than with or to (i) other of Your Authorized Users, (ii) ESG Playbook and (iii) such other parties as are confirmed in writing to you by ESG Playbook.;

5.3 You acknowledge that the Products (including any Output) contains ESG Playbook Confidential Information and that You will not make use of such Confidential Information for any purpose other than as permitted under the terms of this Agreement and any applicable Non-Disclosure Agreement;

5.4 Your obligations under this Section 5 survive termination of these TOS, however arising; and

5.5 You agree that You are liable to Us for the acts and omissions of Your Users using the Products as part of the trial, as if they were Your own acts or omissions.

  1. INTELLECTUAL PROPERTY OWNERSHIP

6.1 We invested and invests considerable time and resources in the collection, maintenance and offering of Our Products. Subscriber hereby agrees that all rights, title, and interest in and to all intellectual property rights in Our Products, or other derivative works of the software operating on ESG Playbook’s computer systems and networks in connection with such Products are owned exclusively by ESG Playbook or its licensors.

6.2 We reserves all its rights, title and interest in and to Our Products, including without limitation ownership of all related intellectual property rights in ESG Playbook-created data and algorithms and other Confidential Information used in the Products, and in the organization and flow of the Our created forms, and electronic pages.

6.3 Subscriber Content and all information created by Subscriber for its use of the Products, and stored in any ESG Playbook repository shall be and remain the sole and exclusive property of Subscriber. Subscriber hereby grants to ESG Playbook a worldwide, non-exclusive, perpetual, irrevocable and non-transferable right to use for its business purposes (i) Subscriber Content of any report or output generated in connection with the use of any Products, and (ii) any of the underlying data and information made available by Subscriber in connection with the of any such Products. Such right to use includes the right to prepare copy, modify, process, display and transmit such Subscriber Content and underlying data and information.

6.4 Each party acknowledges and agrees that it will not attempt to register any trade or service marks, service marks, copyrights or domain names containing the names, trademarks, or intellectual property of the other party.

  1. CONFIDENTIALITY

7.1 Subscriber hereby grants to ESG Playbook a limited right to use Subscriber Confidential Information for the sole and exclusive purpose of providing operation of the Products.

7.2 Subscriber and ESG Playbook acknowledge that in the course of dealings between the parties each party (individually “Receiving Party”) may acquire information, identified as confidential or proprietary, about the other party (“Disclosing Party”), its business activities and operations, its technical information and trade secrets, of a highly confidential and proprietary nature (“Confidential Information”). Confidential Information of either party does not include information that (i) is or may be lawfully made available to the general public, (ii) is or becomes generally known to the public not as a result of disclosures by Disclosing Party, (iii) is rightfully in Receiving Party’s possession prior to disclosure by Disclosing Party, or (iv) Receiving Party receives in good faith and without restriction from a third party not under a confidentiality obligation to Disclosing Party and who has the right to make the disclosure. These exceptions do not apply to the disclosure of Personal Information, which Receiving Party will not disclose without Disclosing Party’s prior written consent unless required by law.

7.2 Receiving Party shall maintain in confidence and not transfer, publish, disclose, display or otherwise make available the Confidential Information to anyone other than its directors, officers, advisors, or employees, of Receiving Party who have a need to know such Confidential Information in order to fulfill the purpose of these TOS, provided that Receiving Party shall have first entered into a confidentiality agreement with such persons that binds them to obligations of confidentiality and restrictions on use substantially similar to those under these TOS. Receiving Party shall protect Disclosing Party’s Confidential Information and prevent its unauthorized use and disclosure by using the same degree of care as it uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care.

7.3 If Receiving Party is required by law to disclose Confidential Information, Receiving Party will promptly notify Disclosing Party in writing before making any disclosure, and provide Disclosing Party with copies of any related information so that Disclosing Party may take appropriate action to protect the Confidential Information.

7.4 Receiving Party acknowledges that the disclosure of Confidential Information may cause Disclosing Party irreparable harm, which may be difficult to ascertain. Upon a disclosure or threatened disclosure of any Confidential Information, Disclosing Party is entitled to seek injunctive relief against Receiving Party to protect and recover the Confidential Information, and Receiving Party will not object to the entry of an injunction or other equitable relief against Receiving Party on any basis or reason.

  1. TERM & TERMINATION.

8.1 The Term of these TOS and Your Subscription will be specified in Your Order Form, which shall automatically renew for the shorter of the Subscription Term, or one (1) year renewal terms (“Renewal Term”) unless Subscriber provides at least thirty (30) days written notice prior to the end of a then present Term or Renewal Term that it wishes not to renew these TOS and Subscription.

8.2 The Effective Date is as specified in Your completed ESG Playbook Subscription Agreement or the date of first use of the Products, whichever is later.

8.3 You will receive a renewal reminder at least sixty (60) days in advance of the expiration date, i.e., the one-year anniversary of the Effective Date of the Term or Renewal Term. If You do not provide Us notice not to renew in writing, the Subscription will renew for a Renewal Term and a new invoice will be issued to You and the terms and these TOS shall apply to the Renewal Term and subsequent renewal terms as the case may be.

8.4 After the Effective Date of a Term or Renewal Term, no refunds will be granted.

8.5 Thirty (30) days after termination or expiration of your Subscription, Provider will have no obligation to maintain or provide the Subscriber Content and the Subscriber Content shall be deleted and destroyed. Notwithstanding the foregoing, Subscriber shall be entitled to request backup files of the Subscriber Content but such written request must be made within seven (7) days after termination or expiration. If Subscriber makes a written request after termination or expiration of Subscribers Subscription, Provider will provide Subscriber temporary access to the Products to retrieve, or Provider will provide Subscriber with copies of all Subscriber Content then in Provider’s possession or control. If Provider provides Subscriber with temporary access to the account, Subscriber may charge a reactivation fee.

8.6 Except as otherwise provided for herein, either party may terminate these TOS for an uncured breach after thirty (30) day’s prior written prior notice to the other party. Upon termination of these TOS, neither party will have any further obligation or liability to the other party.

  1. ACCESS RESTRICTIONS, EARLY TERMINATION

9.1 ESG Playbook shall be entitled to immediately disable, wholly or partially, the Your or a User’s access to the Products or terminate these TOS or Your Subscription at any time in ESG Playbook’s sole discretion, in writing upon You or Your Users: (a) use of the Products in a manner that violates law, or ESG Playbook’s security or administrative regulations, or constitutes a material breach of these TOS; (b) use of the Products in a manner that poses losses or the risk of loss for ESG Playbook or any third party; (c) notwithstanding reminders, fail to pay agreed fees to ESG Playbook within the required time; (d) use of the Products in any manner that utilizes resources or seeks unauthorized access to ESG Playbook’s systems not intended for the Subscriber; or (e) is subject to insolvent liquidation or is otherwise insolvent.

9.2 You shall be entitled to terminate the Agreement in writing upon: (a) operational disruptions or data traffic errors occur to such an extent that the Subscriber does not have access to the Products during a period in excess of one (1) month; or (b) ESG Playbook is in material breach of these TOS and fails to cure the breach within thirty (30) days of written notice.

  1. MUTUAL WARRANTIES.

Each party represents and warrants to the other that (i) it has the authority to enter these TOS; (ii) no authorization or approval from any third party is required in connection with such party’s execution, delivery or performance of these TOS; and (iii) the execution, delivery and performance of these TOS does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

  1. DISCLAIMER, WAIVER, INDEMNITY AND LIMITATION OF LIABILITY

11.1 THE PRODUCTS ARE PROVIDED BY ESG PLAYBOOK “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL ESG PLAYBOOK BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCURE-MENT OF SUBSTITUTE GOODS OR PRODUCTS; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED. AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 In particular, in no event shall ESG Playbook or its respective personnel be liable or responsible for any loss, damage (whether actual, indirect, special, incidental, consequential, punitive, or otherwise), injury, claim, liability, or other cause of action of any kind based upon, or arising out of any use of or inability to use either the Products including linked content or the information contained in the Products. You and Your Users each waive any claim they may have against ESG Playbook or related parties to this effect.

11.3 ESG Playbook has licenses from SASB and GRI to use their topics and industry standards, and only conveys a sublicense to such information strictly in accordance with Subscriber’s rights and obligations for use of the Products under with these TOS. It is Your sole responsibility to determine the means by which it reports SASB and/or GRI information to investors. One benefit of using SASB and/or GRI standards may be achieving regulatory compliance in some markets. Other investor communications using SASB and/or GRI information could be sustainability reports, integrated reports, websites, or annual reports to shareholders. There is no guarantee that SASB standards address all financially material sustainability risks or opportunities unique to a company’s business. Subscriber have the option to only report on the material industry specific topics selected by SASB and/or GRI but also have the option to report on any topics from their sector or any of the SASB and/or GRI topics or pillars. Once you have reported on a topic, it is recommended to continue to report on that topic going forward. If you are not reporting on a topic, you are advised to state the reason for complete transparency.

11.4 Subscriber agrees to indemnify, defend and hold ESG Playbook, its partners, affiliates, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) the Subscriber’s and Users’ acts and omissions to act in using the Products pursuant to these TOS; or (ii) the Subscriber’s and Users’ breach of these TOS.

11.5 THE LIABILITY OF ESG PLAYBOOK WITH RESPECT TO ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TOS OR ITS ASSOCIATED SUBSCRIPTION AGREEMENT IN EACH OF THE TWELVE (12) MONTH PERIODS COMMENCING ON THE EFFECTIVE DATE OR THE RENEWAL DATE SHALL BE LIMITED TO THE AGGREGATE FEES PAID BY SUBSCRIBER TO ESG PLAYBOOK UNDER THESE TOS OR ITS ASSOCIATED SUBSCRIPTION AGREEMENT IN RESPECT OF SUCH TWELVE (12) MONTH PERIOD.

11.6 Under no circumstances shall ESG Playbook or its licensors be liable for (i) any loss or damage resulting from any error, inaccuracy or inadequacy of the data provided by the Subscriber or its Users; or any use of the Products other than in accordance with these TOS; (ii) for links that direct others to websites that are not the Subscriber’s website or to reports that have been modified and are therefore not the original; (iii) any incorrect information (a) from publicly-accessed information from third party providers; and/or included in any section of third party standards, frameworks and recommendations developed and/or licensed by ESG Playbook from third parties. If errors or inaccuracies are brought to Our attention, ESG Playbook will undertake appropriate action to ensure up-to-date information. Notwithstanding the foregoing, ESG Playbook and its licensors do not warrant that the data and the submitted reports are accessible at all times, due to maintenance and/or other circumstances.

11.7 This Section 11 shall survive any termination of these TOS.

  1. NO ASSIGNMENT

These TOS, and the rights and obligations of the parties thereunder, shall not be assigned or transferred by Subscriber without the prior written consent of ESG Playbook, which may be granted or withheld in ESG Playbook’s sole discretion.

  1. GOVERNING LAW; JURISDICTION

13.1 These TOS and its terms and conditions are subject to the laws of the State of New York. Specifically excluded from application to these TOS is that law known as the United Nations Convention on the International Sale of Goods.

13.2 Any disputes arising from or in connection with the usage of the Products shall in first instance be attempted to be resolved through consultation and good faith negotiations. If no understanding or resolution is reached, the parties shall irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Newark, New Jersey and such dispute will be finally settled by a competent court located in Newark, New Jersey.

  1. FORCE MAJEURE

Neither ESG Playbook nor Subscriber shall be liable for any breach of these TOS resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees) insurrection or riots, pandemics, inability to obtain supplies requirements or regulations of any civil or military authority (an “Event of Force Majeure”). Each of ESG Playbook and Subscriber agree to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure. If a default due to an Event of Force Majeure shall continue for more than thirteen (13) weeks then the party not in default shall be entitled to terminate these TOS. Neither ESG Playbook nor Subscriber shall have any liability to the other in respect of such termination as a result of an Event of Force Majeure.

  1. NO THIRD PARTY BENEFICIARIES.

Nothing contained in these TOS shall, directly or indirectly, create a contractual relationship with, or give any claim or right of action in favor of, any third party against ESG Playbook.

  1. SEVERABILITY.

The invalidity or unenforceability of any provisions of these TOS shall not affect the validity or enforceability of any other provisions of these TOS which other provisions shall remain in full force and effect.

  1. HEADINGS.

The articles and section headings contained in these TOS are for reference purposes only and shall not affect the meaning or interpretation of these TOS.

  1. DEFINITIONS.

The following definitions apply for all purposes of these TOS:

Effective Date” means the start date of the Term as set forth in Section 8.2 herein.

ESG Playbook Confidential Information” includes, without limitation:

(i) confidential information and all software developed by or on behalf of ESG Playbook in connection with, and/or in support of the Products and/or Our financial information, business, and software and material of third parties with whom We conducts business;

(ii) all data and other information from third party sources aggregated, maintained and/or organized, whether modified or otherwise, by Us in connection with and/or in supporting the Products;

(iii) all data entry, report forms, organization and sequence follow developed or provided by Us in connection with and/or in supporting the Products;

(iv) all data and information regarding the Users, and former, existing or prospective Customers; and

(v) information relating to ESG Playbook’s (a) technology, e.g., computer hardware, computer software, documentation, (b) processing and operational methods; its existing or contemplated products, and (c) employees, personnel, and premises;

Login Credentials” has the meaning specified in Section 2.2 herein.

Notice Period” has the meaning specified in Section 1.2 herein.

“Order Form” means that Order Form and Subscription Agreement provided by ESG Playbook and entered into by ESG Playbook and You.

“Output” means data, text, graphical presentations, reports, documentation and other information provided to you in any form as a result of using the Products including hard copy printouts and customized or derivative works of such items.

“Personal Information” means information that Subscriber or its Users provide to ESG Playbook or that We otherwise obtains in the course of Our performance of these TOS that (i) identifies an individual (by name, signature, address, telephone number or other unique identifier), or (ii) can be used to authenticate that individual (including, without limitation, passwords or PINs, biometric data, unique identification numbers, answers to security questions, or other personal identifiers).

Platform” means ESG Playbook’s cloud-based software environment and application tools for the Products made accessible to You in accordance with these TOS.

Privacy Policy” means ESG Playbook’s privacy policy, available at the Website, to which all Users agree by use of the Website, and/or by creating a user account.

Products” means ESG Playbook’s cloud-based products made available to You pursuant to these TOS.

Subscriber Confidential Information” includes, without limitation:

(i) any Subscriber passwords in connection with the Products;

(ii) all data and information regarding its Users;

(iii) Subscriber Content;

(iv) information relating to Subscriber’s planned or existing business including actual and projected sales, profits and other financial information;

(v) information describing Subscriber’s products, services, and strategies;

(vi) information about Subscriber’s employees, personnel, and premises; and

(vii) Personal Information.

“Subscriber Content” means all information supplied by Subscriber to ESG Playbook in connection with the Products, and the reports, and other output generated by Subscriber as a result of Subscriber’s use of the Products, subject to these TOS.

Subscription” means the terms governing Subscriber’s and its Users’ use of the Product.

Term” and “Renewal Term” means the initial term of your Subscription, as specified on Your Order Form(s), and each subsequent renewal term (if any). For Trial Services, the Subscription Term will be the period during which We allow you access.

TOS” has the meaning set forth in the above preamble.

“User” means Subscriber’s employees or contractors, authorized by Subscriber and ESG Playbook to access the Products exclusively on behalf and for the benefit of Subscriber.

Website” means www.esgplaybook.com.