Last Updated: July 14, 2022

Caesar Sustainability, Inc. (“Caesar,” “we,” “us,” or “our”) owns and operates this website (the “Website”) and the Caesar Environmental, Social and Governance(“ESG”) Platform. The following terms and conditions govern all use of thisWebsite and its subdomains, and all content, services and products available therein or provided by Caesar (collectively, the “Platform”). The Platform is offered subject to your acceptance of the terms and conditions contained here inand all other operating rules, policies (including, without limitation, ourPrivacy Policy) and procedures that may be published from time to time on thePlatform by Caesar (collectively, the "Agreement"). Please read thisAgreement carefully before accessing or using the Platform. By accessing or using any part of the Platform, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to any of these terms, then please do not access or use the Platform. THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.  THEY AFFECT YOUR LEGAL RIGHTS.  PLEASE READ THEM CAREFULLY.

1. Use of Personal Information
Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed by our Privacy Policy located on our Website, and are incorporated by reference herein.

2. Your Platform Account
If you subscribe for our services and are provided access to the Platform and create an account, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account.You must immediately notify Caesar of any unauthorized uses of your account or any other breaches of security of which you become aware. Caesar will not be liable for any acts or omissions by you, including any damages of any kind, incurred as a result of such acts or omissions.

3. Platform Rules
You will comply with all applicable laws in your use of the Platform and will not use the Platform for any unlawful purpose; You will not access or use the Platform to collect any market research for a competing business; You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform; You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform;You will not use automated means, including spiders, robots, crawlers, datamining tools, or the like to download or scrape data from the Platform, directly or indirectly; You will not use, frame, or utilize framing techniques to enclose any Caesar’ trademark, logo, or other proprietary information(including the images found on the Platform, the content of any text, or the layout/design of any page or form contained on a page) without Caesar’s express written consent; You will not use meta tags or any other “hidden text”utilizing a Caesar name, trademark, or product name without Caesar’s express written consent; You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means; and if you find something that violates this Agreement, please let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of the Platform, without notice, and to remove any comments or prohibit any uses that do not comply with these guidelines or otherwise present legitimate risks to Caesar, its employees, agents, licensors, other users, products, or services.
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4.Intellectual Property
‍ThisAgreement or your use of the Platform does not transfer from Caesar to you anyCaesar or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Caesar or its licensors. The Caesar logo, and all other trademarks, service marks, graphics and logos used in connection with Caesar or the Platform are trademarks of Caesar or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Platform may be the trademarks of other third parties. Your use of the Platform grants you no right or license to reproduce or otherwise use any Caesar or third-party trademarks.
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5. External Sites
The Platform may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations or covenants regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked ExternalSites, you do so at your own risk.

6. Termination
We reserve the right, in our sole discretion, to restrict, suspend, or terminate thisAgreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability.  We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability.

7. No Warranties/Limitation of Liability
YOU ACKNOWLEDGE THAT ALTHOUGH THE PLATFORM AND ITS CONTENT CAN BE USED AS TOOLS OR AIDSTO MAKE INFORMED DECISIONS, THE PLATFORM AND THE CONTENT CONTAINED THEREIN ARE SOLELY EDUCATIONAL AND INFORMATIONAL IN NATURE AND ARE NOT MEANT TO BE SUBSTITUTES FOR LEGAL, TECHNICAL OR BUSINESS ADVICE OR EXERCISE OF YOUR OWN JUDGMENT.  ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT YOUR SOLE DISCRETION AND ELECTION. THE PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND“AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE PLATFORM WILL OPERATE ERROR-FREE OR THAT THE PLATFORM, ITS SERVERS, OR CONTENT ARE FREEOF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OFYOUR USE OF THE PLATFORM OR THE CONTENT SHALL BE LIMITED TO THE  GREATER OF THE TOTAL FEES ACTUALLY PAID BYYOU TO CAESAR IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM, OR ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

8. Your RepresentationsYou represent and warrant that (i) your use of the Platform will be in strict accordance with the Caesar Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Platform (and any data or materials provided by you to Caesar or uploaded or transmitted by you to or through the Platform to enable the provision of the Services will not infringe or misappropriate the intellectual property rights of any third party.

9. Indemnification
You agree to defend, indemnify, and hold us, our contractors, and our licensors, and our and their officers, directors, employees, successors, licensees and assigns harmless from and against any claims, actions, damages, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse the Platform or violation of any applicable laws or regulations, and/or (iii) your violation of any third-party right, including without limitation any copyright, trademark, intellectual property, or privacy right.

10. Binding Arbitration
In the event of a dispute arising under or relating to this Agreement (each, a“Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act(“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL,EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA.  The arbitration shall be commenced and conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com.Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in New York County, New York. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in thisAgreement will prevent Caesar from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Caesar’s proprietary interests.

12. Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS CUSTOMER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

13. Compliance with Law
You will comply with any federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any international, federal, state or local court, administrative agency or commission or other governmental or regulatory authority or instrumentality, domestic or foreign (“ApplicableLaw”), applicable to you pertaining to the use of the Platform. You shall ensure that any content or data uploaded, transmitted, or provided by you complies with all Applicable Law relating to the privacy of third parties or the protection of their personal data promulgated by any governmental, municipal, or legal authority having jurisdiction over you or such content or data. You shall comply with local anti-bribery laws as well as the U.S. Foreign CorruptPractices Act, as well as any other Applicable Laws and regulations.

‍14. Changes
Caesar reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Platform following the posting of any changes to this Agreement constitutes acceptance of those changes. Caesar may also, in the future, offer new services and/or features through the Platform (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of thisAgreement.

15. Miscellaneous
ThisAgreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. If this Agreement is terminated, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect:“Intellectual Property,”, “No Warranties; Limitation of Liability,”“Indemnification,” “Termination,” “Binding Arbitration,” “Class Action Waiver,”and “Miscellaneous.” Our failure to act on or enforce any provision of theAgreement shall not be construed as a waiver of that provision or any other provision in this Agreement.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.  Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.  The section headings are provided merely for convenience and shall not be given any legal import.  This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.