Terms and Conditions: This is a binding agreement between you (User, you) and Transition Institute trading as Climate Valuation ABN 43 102 939 677. These Terms of Service (together with the documents referred to in them) set out the terms and conditions on which you may access and use any documents generated for you on this website (Services). You should read these Terms of Service carefully and understand them before using the Services. By using any of the Services, you confirm that you accept, and will abide by, these Terms of Service. If you do not agree to these Terms of Service, you must not use the Services.

1. DEFINITIONS

In these Terms of Service:

The Climate Valuation Service means the software-based tool and any reports generated, accessible via the Site ---- as updated by Climate Valuation from time to time.

Confidential Information of a disclosing party means:

(a) information that is by its nature confidential;

(b) information that is designated by the disclosing party as confidential; and

(c) information the receiving party knows, or ought to know, is confidential,

and includes our proprietary tools and methodologies, but excludes information which is or becomes generally available to the public (other than as a result of a breach of these Terms of Service), is independently developed by the recipient, or is required by law to be disclosed.

Intellectual Property Rights means all intellectual property rights, including patents, copyright, registered and unregistered designs, registered and unregistered trade marks, service marks, trade names and any right to have Confidential Information kept confidential (together with any application or right to apply for registration of any such rights).

ISP means an internet service provider.

Methodology means the document which specifies a number of key data sets and variables that are applied by the service, as updated by us from time to time.

Modelling Outputs means any results, reports, data, materials or outputs of any kind generated by us through the application of the service.

Permitted Uses is defined in section 5.3.

Representative Property means a synthetic representation of a real, planned or imagined property located at a physical address inputted for analysis via the online tool by the User.

Services means the services we provide via the Site, including access to the Risk Analysis Tool and associated Modelling Outputs, reports and results, as more fully described in section 3.

Site means the website located at www.climatevaluation.com.

Third Party Data means any data or other information of any kind (whether historical, current or forward-looking in nature) that has not been produced, generated or published by us. This includes, without limitation, the third party datasets referred to in the Methodology.

User means any person who accesses or uses the service.

User Account means an account registered by a User on the Site in accordance with section 2.

2. REGISTRATION OF USER ACCOUNT

2.1 Registration. You must register a User Account in order to be granted access to the Climate Valuation Service.

2.2 Accuracy. When registering as a User of the Site, you must provide us with accurate, complete and up-to-date information (as required during the registration process) so that we can provide our Services to you. If we do not receive this information, we may not register you as a User of the Site. You cannot use the Services if you are not a registered User. It is your responsibility to inform us of any changes to the information that you provide. You may do this at any time by accessing your User Account page on the Site.

2.3 Obligations. We may, in our absolute discretion, refuse registration, or close your User Account, if:

• you breach these Terms of Service
• you open or attempt to open a User Account using incomplete or falsified details, or otherwise in a fraudulent or illegal way; or
• we consider refusal of registration or the closure of your User Account is necessary to comply with our obligations at law.

2.4 Responsibility and security. You acknowledge and agree that:

• you are solely responsible for all activities that occur on your User Account;
• your password is confidential; and
• you will keep your password secure and not disclose it to any other person, nor will you permit your username and password to be given to or used by any other person.
• You must notify us if the confidentiality of your password is compromised.

3. SERVICES

3.1. We may, in our sole discretion, provide Users with access to the Climate Valuation Services from time to time. You acknowledge and agree that:

No forecast or prediction: the models do not purport to generate, nor do the Modelling Outputs comprise, statements of fact, forecasts or predictions. Rather, the services provide a 'point in time' analysis of economic and commercial variables that are inherently dynamic and variable over time. We do not make or imply any representation regarding the likelihood, risk or expectation of any future matter. To the extent that any statements made or information provided in the provision of the Services might be considered forward-looking in nature, they are subject to risks, variables and uncertainties that could cause results to differ materially. You must not place reliance on any such forward-looking statements, which reflect a set of assumptions only as of the date of modelling. We are in no way obliged to revise, or publicly release the results of any revision to, the service; No financial advice: the Services do not comprise, constitute or provide, nor should they be relied upon as, investment or financial advice, credit ratings, an advertisement, an invitation, a confirmation, an offer or a solicitation, or 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 Services do not quantify risk to the Property (or any part thereof), nor make any representation in regard 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. Your access to the Climate Valuation Services, as well as any Modelling Outputs, are provided with the understanding and expectation that each User will, with due care, conduct its own investigation and evaluation of each security or other instrument that may be under consideration for purchase, holding or sale; Third Party Data: Climate Valuation services will apply one or more sets of Third Party Data, as set out in the Methodology. The choice of any Third Party Data should not be taken as any endorsement of those data set(s), model(s) or scenario(s), nor any statement as to the accuracy or completeness of those scenario(s)' methodologies or assumptions, nor as a general preference of those scenarios over any other scientific data set(s), models or scenario(s). The analysis provided by Climate Valuation services may be carried out using other scientific data set(s), model(s) or scenario(s), and Users must form their own view as to the decarbonisation scenario(s), trajectory(s) and model(s) that are most appropriate to their circumstances. No explicit or implicit assumption is made in relation to current or future climate-related policies of any government at international, national or sub-national level.

3.2 Our obligations

Accessing the Site. Our Site is made available free of charge on the terms and conditions set out in these Terms of Service. However, you are responsible for making all arrangements necessary for you to have access to our Site. Site availability. We do not guarantee that our Site or any content on it, or the services, will always be available. Access to our Site is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all or any part of our Site without notice or liability. We will not be liable to you if for any reasons our Site is unavailable at any time or for any period. We do not warrant the validity and accuracy of information on the Site, the reports, third party websites linked to in the Site, or that the Site will be kept up-to-date. You acknowledge that the Site is provided to you over the internet and relies on unrelated third parties such as Site hosting and telecommunications providers, the activities of which are outside of our control. We will take reasonable steps to ensure that the Site, the Services, and any information it holds on you, are kept secure. However, due to the nature of the internet, we do not represent or warrant to you that:

• your use of the Site and/ or the Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from your use of the Site or the Climate Valuation Services;
• any information obtained or downloaded by you as a result of your use of the Site or the Services (including via third party website links) will be accurate, reliable or free of viruses or contamination or destructive features; and
• there will not be any defects in the operation or functionality of the Climate Valuation Services or any other software provided to you as part of the Site.

3.3 Your obligations. You acknowledge and agree that to use and access the Services, you must have access to:

• a valid User Account on the Site; and
• an account for the provision of ISP services with an ISP. Your ISP (and not us) is responsible for the provision of ISP services pursuant to any agreement between you and that ISP in respect of those services. You are responsible, and are solely liable, for any account charges or other costs incurred in relation to the ISP services, including the use of the Services using the ISP services.
• Representative Property: to use and access the Services, you must provide information relevant to the application of the models including, without limitation, the Representative Property to be analysed. You must ensure that all such information is accurate and complete. Without limiting in any way the other disclaimers, limitations and exclusions set out in these Terms of Service, we will not be liable for any loss or damage arising from any inaccuracy, omission or other defect in any such information.
• compliance: you must comply with our reasonable directions in relation to your access to or use of the Services. In addition, you must use the Services in good faith, and must at all times comply with these Terms of Service and all applicable laws, statutes and regulations in all jurisdictions that relate to your access to or use of the Site and the Services (including all applicable privacy laws).
• no reliance: You must not make any decision relating to the purchase, holding or sale of any property in reliance on the generated by Climate Valuation Services. You undertake that you will, with due care, conduct your own investigation and evaluation of any property under consideration for purchase, holding or sale.

4. RESTRICTIONS ON USE

4.1 Restrictions. You must not, without our prior written permission:

• use the Services for any purpose other than as permitted by these Terms of Service;
• remove or tamper with any copyright notices on the Site or the Services;
• disassemble, decompile, modify, reverse engineer, reproduce, store in a database or retrieval system, distribute or create derivative works or functionally equivalent software to, the Services (or part thereof) (except to the extent permitted by any applicable law which is incapable of exclusion by agreement between the parties);
• copy or download, in a systematic manner, any content, graphics, video, text or animation from the Site or the Services, or communicate or otherwise distribute such systematically obtained content, graphics, video, text or animation; or
• incorporate the Services in any product to be made available commercially (unless we expressly agree otherwise with you).

4.2 Disruption. You must not, directly or indirectly, introduce or permit the introduction of, any virus, worm, Trojan or other malicious code into the Site or the Services, or in any other manner whatsoever corrupt, degrade or disrupt the Site or the Services. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site and the Services will cease immediately.

4.3 Unlawful, unauthorised or dangerous use. You must not (nor permit a third party to) submit any data or information to the Site or the Services, nor otherwise use the Site or the Services:

• to engage in any activity which breaches any law, infringes a third party's rights, or in a manner which interferes with the rights of any other person;
• to inappropriately use or infringe our Intellectual Property Rights (including trade marks and copyright) or the Intellectual Property Rights of any third party;
• in any way that is defamatory, obscene, misleading or deceptive or otherwise illegal; or
• in any way that constitutes misuse, or resale or other commercial use, of the Services or any associated materials.

4.4 Misuse of Services. Without limiting section 4.3, you must not use the Site or the Services for any purpose other than as described under these Terms of Service.

5. INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY AND PRIVACY

5.1 Site and Services. All rights, title and interest (including all Intellectual Property Rights) in the Site and the Services vest absolutely in us (and/or our third party licensors). The only rights you have in respect of the Site and the Services are those granted to you under these Terms of Service.

5.2 Modelling Outputs. We:

• retain all rights, title and interest (including all Intellectual Property Rights) in the Modelling Outputs; and
• grant you a non-exclusive and perpetual licence to use the Modelling Outputs for your personal use.

5.3 Property. You grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to retain any results or analysis and to use, reproduce and analyse the [Property data], including for our commercial purposes.

5.4 Confidential Information. Neither party may disclose to any third party, without the prior written consent of the other party, any Confidential Information received from the other party for the purposes of providing or receiving the Services. This section 5.4 does not prevent us from exercising the licence granted under section 5.3.

5.5 Permitted disclosure. Nothing in sections 5.3 or 5.4 limits our ability to disclose that we have supplied Services to you.

5.6 Privacy. Our privacy policy relating to information collected by us may be accessed by following the link labelled 'Privacy Policy' on the Site, and forms part of these Terms of Service.

6. LIABILITY

6.1 No guarantees. The Site, and all Services provided or made available through the Site, are made available to you on an 'as is' basis, and to the maximum extent permitted by law, we exclude all conditions, warranties, representations or other terms, whether express or implied, which may apply to the Site and the Services.

6.2 Exclusion of liability (non-consumers). To the extent that a User is not a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth)) we exclude liability for all direct, indirect or consequential liabilities, losses, damages, costs and expenses (including, without limitation, loss of profits, sales, business or revenue, business interruption, loss of anticipated savings, loss of business opportunity, damage to goodwill or reputation, loss of data, or loss of use of data), and whether arising in contract, tort (including negligence), for breach of statutory duty or otherwise, suffered or incurred by any person:

• in connection with or in any way relating to the Site or the Services, including:
  • in connection with the use of, or reliance on, any Modelling Outputs;
  • in connection with any disruption to or unavailability or failure of the Site or Services or interference with or damage to computer systems or other electronic devices;
  • in connection with errors, omissions or inaccuracies contained in any information published on the Site or supplied by us to you via email or otherwise;
  • as a result of any fraudulent use, misuse or misappropriation of your User Account; or
  • as a result of any act committed by another person in connection with your (or another User's) use of the Site or the Services;
• arising from any circumstance beyond our control; or
• otherwise under or in connection with these Terms of Service.

6.3 Indemnity (non-consumers). Subject to section 6.2 and to the extent that you are not a consumer within the meaning of the Australian Consumer Law, you hold safe and indemnify us (and all of our subsidiaries, employees, officers, agents and associated entities) against all loss, actions, proceedings, cost and expenses (including legal fees), claims and damages (Damages) arising directly or indirectly out of or in connection with:

• your access to or use of the Site or the Services;
• a breach of by you of these Terms of Service;
• any negligent or fraudulent act, error or omission by you;
• the use of your User Account by you or any third party;
• the publication or transmission of any information that you provide to us (including any Damages sustained or incurred by us in connection with complaints or claims relating to any such information);
• or any claim by a third party against us relating to your use of the Site or Services (or use by any person who accesses the Site or Services using your User Account).

6.4 Exclusion of liability (consumers). To the extent that you acquire goods or services from us as a consumer within the meaning of the Australian Consumer Law (contained in Schedule 2 to the Competition and Consumer Act 2010 (Cth)), you may have certain rights and remedies (including, without limitation, consumer guarantee rights) that cannot be excluded, restricted or modified by agreement. Nothing in section 6 operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability under the Australian Consumer Law or any other statute where to do so would:

• contravene that statute; or
• cause any term of this agreement to be void,

(each a Non-excludable Obligation).

6.5 In relation to Non-excludable Obligations (other than a guarantee as to title, encumbrances or quiet possession conferred by the Australian Consumer Law), except for goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption (in respect of which our liability is not so limited under this section 6.5), our liability to you for a failure to comply with any Non excludable Obligation is limited to:

• in the case of services, the cost of supplying the services again or payment of the cost of having the services supplied again; and

6.6 Exception. Nothing in these Terms of Service excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any liability that cannot be excluded or limited by law.

7. TERMINATION

**7.1 Termination for breach. Where you have breached any provision of these Terms of Service, and without prejudice to any other rights or remedies, we may by written notice immediately terminate these Terms of Service or the provision of any Services, without any liability to you. This will include termination of your User Account.

7.2 Termination without cause. At our sole discretion and without prejudice to any other remedies available to us, we may terminate your access to and use of the Site or the Services (including your User Account) without cause by giving you written notice. You may close your User Account at any time via your 'Profile' section of the Site.

7.3 Consequence of termination. On termination of these Terms of Service for any reason, or should you close your User Account, you will no longer have access to your User Account (or any data contained within your User Account), and subject to section 5.3, we will erase any data contained within your User Account in accordance with our data erasure policies and processes.

7.4 Survival. Section 6, this section 7, and section 8, survive termination of these Terms of Service.

8. GENERAL

8.1 You may not assign your rights under these Terms of Service, or attempt or purport to do so, without our prior written consent (which may be given or withheld in our absolute discretion).

8.2 Force majeure. Neither party will be liable to the other for any failure to fulfil, or delay in fulfilling, its obligations caused by circumstances outside of its reasonable control (including illness of our consultants).

8.3 Governing law. These Terms of Service are governed by and interpreted in accordance with the laws of the state of New South Wales, Australia, and all parties submit to the exclusive jurisdiction of the courts of New South Wales.

8.4 If any provision, or part of a provision, of these Terms of Service is found to be illegal or unenforceable it will be severed from the agreement, and the remainder of these Terms of Service will be construed as if that provision or part did not form part of these Terms of Service. The previous sentence will not apply if the provision or part to be severed constitutes a material and fundamental element of the agreement between the parties.

8.5 We reserve the right to revise and amend the Terms of Service in our discretion, as follows:

• if we consider that the change is likely to benefit you or have a neutral or minor detrimental impact on you, we may make any changes immediately without notifying you except by publishing the amended Terms of Service (as applicable) on the Site;
• if we consider that the change is likely to have a significant detrimental impact on you, we will make the change after we have notified you of the change (solely by using the email address you have provided) and will display a notice on the Site describing the change.

Your continued use of the Site after an amendment will mean that you agree to that amendment. You must stop using the Site if you do not agree to an amendment.

8.6 Entire agreement. These Terms of Service are the entire agreement between the parties on its subject matter and supersede any previous arrangements, agreements, representations, understandings or statements (whether verbally, in writing or in another format).

By using the Climate Valuation Site and its services, users are agreeing to these terms and conditions.