S&P GLOBAL COMMODITY INSIGHTS TRIAL SUBSCRIPTION TERMS AND CONDITIONS (the “Agreement”)

Please scroll down and read all the following terms and conditions carefully. This is an agreement between you and S&P Global Commodity Insights, a division of S&P Global Inc. and/or its affiliates providing the services, as the case may be (collectively, "SPGCI"). If you are entering into this Agreement on behalf of a company or legal entity (the "Subscriber"), you represent that you have the authority to bind the Subscriber to these terms and conditions, in which case the terms "you" and "your" shall refer to the Subscriber. By clicking "Accept", "Confirm" or a box indicating your acceptance of this Agreement, you are agreeing to all the terms and conditions stated herein. If you do not agree to these terms, DO NOT click "Accept", "Confirm" or a box indicating your acceptance of this Agreement.

1. ACCESS TO INFORMATION.

A. Grant of Access to Information. Subject to the terms of this Agreement, SPGCI grants to the Subscriber a non-exclusive, non-transferable, royalty-free, revocable, limited license to access and use solely for the purpose of internally evaluating the suitability of the: (i) SPGCI's proprietary products and services that the Subscriber licenses from SPGCI on a trial basis (the "Service(s)") (such products and services, together with the information contained in the Services, the "Information") and (ii) SPGCI's delivery platform for use in connection with the Services, in each case only for the Subscriber's own internal evaluation of the suitability of the Information and only through its Authorized Users (the "Permitted Purpose"). "Authorized User" means a full-time employee of the Subscriber or a full-time contractor acting under the Subscriber's control, in each case (i) in the ordinary course of the Subscriber's business, (ii) that access the Information through Subscriber's own information technology systems and (iii) subject to the restrictions set forth in this Agreement as well as an appropriate confidentiality undertaking in writing, and (iii) who is authorized by SPGCI to access the Information. The Subscriber is responsible for instructing all Authorized Users of obligations hereunder and ensuring compliance by its Authorized Users with the terms and conditions of this Agreement.

B. Scope of License. the Subscriber shall use the Information solely for the Permitted Purpose, and not for any other purpose, in particular commercial purpose. The Subscriber acknowledges and agrees that it cannot use the Information for any commercial purpose unless and until the parties enter into a separate master subscription agreement. The Subscriber shall not provide access to the Information or any portion thereof to any person (either within or outside the company), firm or entity other than an Authorized User, including, without limitation, any affiliate. The Subscriber shall grant access to the Information to only those Authorized Users who have accepted this Agreement.

C. Restrictions on the Use of the Information. the Subscriber shall not create any derivative work from the Information and the Subscriber shall not publish, display, reproduce, and/or otherwise distribute or disclose or otherwise make available, externally or internally, the Information or any component or portion thereof in any manner (including, but not limited, via or as part of any web site or other display) without an additional license. The Subscriber shall not modify, reverse engineer, disassemble or decompile the Information. The Subscriber is also prohibited from: (i) extracting prices or any other Information from any SPGCI's newsletters or any other SPGCI's publications; (ii) inputting or loading any Information from any SPGCI's publications into the Subscriber's internal network configuration or IT systems; or (iii) using any Information from any publication as a substitute for a license to SPGCI's market data. In addition, the Subscriber:  (i) will not collect or attempt to collect information that the Subscriber does not have a right to access pursuant to this Agreement; (ii) will not engage in any screen scraping, use any spider or other automatic data collection method, or any other type of data collection or acquisition method, except as approved by Platts; and (iii) will use reasonable procedures and care in accessing any SPGCI's servers or databases, in each case so as not to attempt to or actually disrupt or impair any SPGCI's servers or databases, or breach their security.

2. DELIVERY/ACCESS. The Subscriber may access the Information using the platforms and methods determined and made available by SPGCI (such platforms and methods subject to revision by SPGCI on notice to the Subscriber), and only in accordance with the limitations and restrictions set forth in this Agreement. The Subscriber shall hold and cause all of its Authorized Users to hold any passwords/user IDs issued by SPGCI or by the Subscriber in connection with access to the Information in strict confidence, and the Subscriber shall instruct all Authorized Users of their obligations in this regard. The Subscriber shall not permit the sharing of user IDs or passwords, or simultaneous access to the Information via the same user ID or password. SPGCI shall not be liable or otherwise responsible for any of the following: (i) the procurement, installation or maintenance of any equipment on which the Information is accessed by the Subscriber; (ii) any communications connection by which the Information is transmitted; (iii) any communication delays or interruptions of the Information; (iv) the transmission to the Subscriber of the Information; or (v) any fees payable by the Subscriber for any communication lines, to any third-party network operator (a "Network Operator") or to any other person, firm or entity.

3. THIRD PARTY AGREEMENTS AND INFORMATION.

A. The Subscriber acknowledges that the Information may contain information that is provided to SPGCI by third-party Suppliers (as defined below). If the Subscriber wishes to receive any Information that contains content provided either: (i) by any third-party supplier(s) or (ii) via any third-party platform provider, in each case including, but not limited to, any exchanges, and data and/or software providers or licensors, and Network Operators (such content licensors and platform providers, collectively "Suppliers") and such Suppliers require SPGCI's customers who receive such content to sign an agreement directly with such Suppliers, in such event the Subscriber shall enter into separate agreements with any such Suppliers and the Subscriber shall agree to be bound by and comply with all conditions, restrictions, or limitations imposed in such agreements. In the event that the Subscriber declines to enter into any such agreement with a Supplier or to comply with the obligations of such agreement, the Subscriber acknowledges and agrees that: (i) SPGCI's obligation to provide Information containing content from or provided via such Suppliers would cease; and (ii) in such event, SPGCI would bear no liability for suspending or terminating the provision of such Information to the Subscriber. In addition, the Subscriber agrees to indemnify and hold harmless SPGCI, its affiliates and their Suppliers from and against any and all losses, costs, claims, damages, expenses and liabilities (including, but not limited to, reasonable legal expenses and court costs) and/or penalties as any Supplier(s) may impose, arising out of any breach or alleged breach by the Subscriber of its obligations under this Section 3 or any failure to comply with the contractual requirements of, or other obligations imposed on the Subscriber by, any Supplier(s).

B. The Subscriber agrees that any Supplier of any portion of the Information may enforce its rights against the Subscriber as an intended third-party beneficiary of this Agreement, even though such Supplier is not a party to this Agreement.

C. The Subscriber's right to receive and use those portions of the Information pursuant to licenses or access granted to SPGCI by any Suppliers is subject to automatic modification, termination or discontinuation without liability on the part of SPGCI if such licenses or access are modified, terminated or discontinued by such Supplier.

4. TERM/TERMINATION.

A. Term. This Agreement is effective upon the Subscriber's acceptance of the Agreement ("Effective Date") and shall continue in effect for so long as an active trial is in place between the Subscriber and SPGCI ("Term") and will terminate upon expiration of the Term or terminated earlier pursuant to this Section 4.

B. Events of Termination.

1. Breach. In the event of a breach by the Subscriber of any term or provision of this Agreement, SPGCI may terminate the Agreement by giving the Subscriber Company five (5) days' prior written notice thereof, notwithstanding any and all other remedies it may have under this Agreement, at law or in equity.

2. Bankruptcy/Insolvency. Either party may terminate this Agreement upon written notice to the other if the other party is adjudicated as bankrupt or insolvent or if a petition in bankruptcy or winding up is filed by or against the other party or if the other party makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy or insolvency.

3. Discontinuation of SPGCI Service. If SPGCI decides for any reason to discontinue offering or providing the Information to the Subscriber or a portion thereof, SPGCI may terminate the Agreement or a portion thereof and shall have no liability to Subscriber.

4. Additional Grounds for Termination. SPGCI shall have the right to terminate this Agreement, effective immediately, if SPGCI is required to do so to comply with Sanctions (as defined below) or other applicable law, regulation or decision of any applicable regulatory body.

C. Post-Termination Obligations . Upon any expiration of the Trial Period corresponding to the applicable Information or any termination of this Agreement by either party, the Subscriber shall immediately cease all use of the terminated Information and the Subscriber shall expunge the relevant Information and any portion thereof, including any copies thereof, from all of the Subscriber's electronic or other systems and records in the Subscriber's possession or control. At SPGCI's request, a senior officer of the Subscriber shall promptly certify to SPGCI in writing that the Subscriber has fully complied with these requirements.

5. FEES AND CHARGES. The parties acknowledge and agree that the license under this Agreement to use the Information for the Permitted Purpose is granted free of charge by SPGCI to the Subscriber.

6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. SPGCI, ITS AFFILIATES AND ALL OF THEIR SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE INFORMATION, INCLUDING THE SERVICE(S), INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE.

THE INFORMATION IS INTENDED ONLY FOR PROFESSIONALS AND IS NOT AND SHOULD NOT BE CONSTRUED AS FINANCIAL, INVESTMENT, LEGAL, TAX OR OTHER ADVICE OF ANY KIND, NOR SHOULD IT BE REGARDED AS AN OFFER, RECOMMENDATION OR AS A SOLICITATION OF AN OFFER TO BUY, SELL, OR OTHERWISE DEAL IN ANY INVESTMENT OR SECURITIES. A REFERENCE TO A PARTICULAR INVESTMENT, SECURITY, RATING OR ANY OBSERVATION CONCERNING A SECURITY OR INVESTMENT PROVIDED IN THE INFORMATION IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SUCH INVESTMENT OR SECURITY OR MAKE ANY OTHER INVESTMENT DECISIONS AND DOES NOT ADDRESS THE SUITABILITY OF ANY INVESTMENT OR SECURITY. NO USER OF THE INFORMATION SHOULD RELY ON ANY INDEX, BENCHMARK, PRICE ASSESSMENT, OBSERVATION, OPINION OR OTHER INFORMATION CONTAINED IN THE INFORMATION IN MAKING ANY INVESTMENT OR OTHER DECISION. THE INFORMATION IS NOT A SUBSTITUTE FOR THE SKILL, JUDGMENT AND EXPERIENCE OF SUBSCRIBER, ITS MANAGEMENT, EMPLOYEES, ADVISORS AND/OR CLIENTS IN MAKING INVESTMENT AND OTHER BUSINESS DECISIONS.

NEITHER SPGCI, NOR ITS AFFILIATES OR THEIR SUPPLIERS GUARANTEE THE ADEQUACY, ACCURACY, AVAILABILITY, TIMELINESS OR COMPLETENESS OF THE INFORMATION OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (WHETHER IN ELECTRONIC OR OTHER FORMAT), WITH RESPECT THERETO. SPGCI, ITS AFFILIATES AND THEIR SUPPLIERS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN THE INFORMATION. THE INFORMATION AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND SUBSCRIBER'S USE OF THE INFORMATION IS AT SUBSCRIBER'S OWN RISK.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL SPGCI, ITS AFFILIATES OR THEIR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, TRADING LOSSES, BUSINESS INTERRUPTION LOSSES, OR LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

SPGCI, ITS AFFILIATES AND THEIR SUPPLIERS SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST SUBSCRIBER BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF SPGCI, ITS AFFILIATES, AND THEIR SUPPLIERS IN CONNECTION WITH THE INFORMATION AND/OR THIS AGREEMENT, REGARDLESS OF THE FORM(S) OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF US$100. NOTHING IN THIS AGREEMENT SEEKS TO LIMIT OR RESTRICT LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT OR THE INFORMATION MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

7. TRACKING AND COMPLIANCE. To the extent that the Information is delivered to the Subscriber via email, SPGCI may incorporate tracking mechanisms to enable SPGCI to determine whether restrictions on use are being violated. Such tracking mechanisms shall allow SPGCI to collect information about whether the Information distributed by SPGCI to Authorized Users via e-mail is forwarded to other e-mail addresses and to determine the IP address or other information regarding such other destination e-mail addresses.  SPGCI reserves the right to use such IP address or other e-mail address information to enforce SPGCI's rights in the event it believes unauthorized redistribution of the Information has occurred. In addition, SPGCI may deploy any digital rights management technology at its disposal to prevent the Subscriber from any misuse or unauthorized distribution of the Information.

The Subscriber shall, at SPGCI's request, promptly provide a written certification by a senior officer that the Subscriber is in full compliance with any Authorized User and other license restrictions set forth in this Agreement. In the event that the Subscriber accesses the Information via a Network Operator, SPGCI may use information obtained by SPGCI from such Network Operator to verify access to and use of the Information by the Subscriber. The Subscriber agrees to cooperate fully with SPGCI in reconciling any disparities in Authorized User counts or other licensing disparities revealed by such verification procedure.

8. SPGCI's PROPRIETARY RIGHTS/INJUNCTIVE RELIEF.
A. All rights (including copyrights, trade secrets, database rights and trademark rights) in the Information, including all information, data, price assessments, analytics, analyses, indices, benchmarks, symbology, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of SPGCI, its affiliates and their Suppliers. The Subscriber acknowledges that the Information is compiled, prepared, revised, selected, coordinated, and arranged by SPGCI, its affiliates and/or their Suppliers through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the Information constitutes the valuable intellectual property of SPGCI, its affiliates and their Suppliers. The Subscriber shall take all precautions that are reasonably necessary to: (i) prevent access to the Information or any component thereof by any individual or entity that is not an Authorized User; (ii) prevent any unauthorized distribution or redistribution of the Information, either internally or externally; and (iii) protect the copyrights, trade secrets, database rights, trademarks and other proprietary rights of SPGCI, its affiliates and their Suppliers in the Information, including, but not limited to, any contractual, statutory, or common-law rights, during and after the term of this Agreement. The Subscriber shall honor and comply with all reasonable requests made by SPGCI to protect the rights of SPGCI, its affiliates, and their respective Suppliers in the Information. No rights are granted to the Subscriber with respect to the Information other than those expressly set forth in this Agreement. Except as otherwise specifically provided herein and therein, SPGCI reserves all rights to the Information that are not expressly licensed hereunder and thereunder, and nothing in this Agreement shall be construed to transfer to the Subscriber any right to, or interest in, the Information, or in any copyright, trademark or other proprietary right pertaining thereto.

B. Copying of, use of, access to or distribution of the Information or any information, data or software contained therein in breach of this Agreement shall cause SPGCI, its affiliates and/or their respective Suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. SPGCI, its affiliates and their Suppliers may enforce any breach of this Agreement by the Subscriber by means of seeking equitable relief (including, but not limited to, injunctive relief and temporary and preliminary injunctive relief) in addition to any and all other rights and remedies that may be available, without the need to prove irreparable harm, or post a bond or other security. In the event SPGCI has reasonable grounds to believe the Subscriber is violating the terms and/or conditions set forth in this Agreement, SPGCI shall have the right to immediately suspend, without notice to Subscriber, and at SPGCI's sole election, delivery of, or the Subscriber's access to, the Information, and/or any individual account/login.

C. The Subscriber:  (i) will not participate, or assist or encourage others to participate, in a denial-of-service attack against, or any activity intended to interfere with or disrupt access to, any SPGCI databases, websites or servers; and (ii) will not exceed the default throttle limits (two API calls per second and 5000 API) calls per day, or limits that have been customized by SPGCI based on the Subscriber's requirements, if applicable, in each case for each API key that has been provisioned.  If SPGCI believes that the Subscriber has violated this provision, whether intentionally or inadvertently, in addition to all other rights and remedies that SPGCI has under this Agreement or applicable law, SPGCI shall have the right, exercisable at SPGCI's sole discretion, to suspend immediately the Subscriber's access to the SPGCI's databases, websites, servers and the Information.

D. Subscriber shall at all times maintain security systems and procedures no less stringent than those which it applies to its own confidential or sensitive data and/or systems to prevent any unauthorized access to, misuse of, or disruption to the Services or to its or SPGCI's systems. These shall include, at a minimum: (a) establishing and maintaining all reasonable procedures and systems to allow for the proper delivery of data in accordance with this Agreement and any Services Attachment hereto, and to ensure that the Services are accessible only by Authorized Users and protected from unauthorized third-party access, misuse, damage or disruption; (b) promptly giving written notice to SPGCI of any unauthorized access to or misuse of the Services, SPGCI's systems or Subscriber's systems of which it is aware, including reasonable detail of the security breach and the measures taken to cure it; (c) maintain and enforce security procedures to ensure the confidentiality of Subscriber's information and the Services; (d) maintain an information security program aligned to a recognized industry best-practice (e.g. ISO/IEC 27001) that controls to protect against accidental or malicious threats; (e) apply reasonable controls to prevent, detect, and respond to malicious software or cyber security attacks; and (f) maintain and communicate to all of such Party's personnel, and contractors as appropriate, its information security and privacy program. Each Party shall use commercially reasonable efforts in the form of antivirus software protection to prevent the Services from being infected with any virus or worm.


9. CONFIDENTIALITY. The Subscriber shall not use or disclose any Trade Secrets or Confidential Information (as defined below) provided by SPGCI, other than in connection with the performance of its obligations or the enforcement of its rights under this Agreement. This obligation shall apply: (i) with respect to Trade Secrets, throughout the Term and thereafter in perpetuity; and (ii) with respect to Confidential Information, throughout the Term and continue for three (3) years thereafter.

For purposes of this Agreement: (i) "Trade Secret" means any and all information, whether or not in tangible form, belonging to or licensed by SPGCI, which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can obtain economic value from its disclosure or use and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; without limiting the generality of the foregoing, Trade Secrets shall include, but are not limited to, studies, results, reports, price lists, product costs, product strategies, technical or nontechnical data, formulae, techniques, drawings, designs, processes, financial data, financial plans, product plans, marketing plans, advertising plans, lists of actual or potential customers or suppliers, and related items, (ii) "Confidential Information" means all information, whether communicated orally or in writing, which is confidential or proprietary information of SPGCI and has been marked by the disclosing party as such; provided, however, that Confidential Information shall not include information that: (A) is or becomes generally available or known to the public, other than as a result of any disclosure by the Subscriber or any of its representatives in violation hereof; (B) is or becomes available to the Subscriber on a non-confidential basis from any source other than SPGCI or any of its representatives, other than any source that the Subscriber or any of its representatives knows or should know is prohibited by a legal, contractual, or fiduciary obligation to the SPGCI from disclosing such information; (C) is or becomes required to be disclosed pursuant to the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended, as the case may be, or the rules and regulations thereunder, or any other applicable regulation; or (D) is independently developed by the Subscriber provided that such independent development can reasonably be demonstrated by contemporaneous written records thereof.

10. INDEMNIFICATION. the Subscriber shall indemnify and hold harmless SPGCI and its Suppliers from and against any and all costs, claims, damages, expenses and liabilities (including, but not limited to, reasonable legal expenses and court costs) arising from its use of the Information.

11. ASSIGNMENT/CHANGE OF CONTROL. the Subscriber may not assign or transfer (including, but not limited to by operation of law) this Agreement in part or as whole without the prior written consent of SPGCI, in particular the Subscriber may not delegate any of its obligations hereunder, and any attempted assignment or transfer shall be null and void and shall constitute a material breach of this Agreement.

12. MISCELLANEOUS. This Agreement represents the entire agreement between the parties hereto in respect of its subject matter and supersedes all previous agreements, representations, discussions, understandings or writings between the parties with regard to its subject matter. There are no oral or written collateral representations, agreements or understandings. If the Subscriber is an existing customer of SPGCI and has signed SPGCI's master subscription agreement (the "Existing Agreement"), the Existing Agreement shall supersede this Agreement with respect to all Services licensed under such Existing Agreement. In the event any conflicts between the English language version of this Agreement and any translations hereof, the English language version shall prevail. The provisions and terms of any purchase order or other agreement shall be of no effect and shall not in any way extend or amend the terms and conditions set forth in this Agreement unless expressly accepted in writing and signed by an authorized representative of SPGCI. SPGCI shall have no responsibility or liability for any delays or interruptions in or failures of its performance under this Agreement beyond its control, including, but not limited to, acts of nature, acts of governmental authority, fire, acts of war, terrorism, flood, strikes, disease, epidemics, pandemics, severe or adverse weather conditions, power failures or communications line or network failures. No amendment of this Agreement shall be binding upon the parties unless in writing and signed by authorized representatives of SPGCI and the Subscriber. No waiver of any term or condition of this Agreement shall be effective unless agreed to in writing by the party making the waiver. If any term or condition hereof is found by a court, administrative agency or jurisdiction to be unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. No action taken by either party shall constitute or be deemed to constitute that such party is the agent of the other, or imply that the parties intend to constitute a partnership, joint venture, or other form of association in which either party may be liable for the acts or omissions of the other. This Agreement and all claims arising out of or relating to this Agreement or the Information shall be interpreted, construed and enforced in accordance with the applicable federal laws of the United States and the laws of the State of New York without giving effect to the conflicts of laws provisions thereof. The parties hereto and their successors and assigns consent to the exclusive jurisdiction of any courts located in the State of New York, County of New York, for the resolution of any disputes arising from or related to this Agreement or the Information, and waive any claim of inconvenient forum. Sections 1A, 1B, 1C, 2, 3, 4C, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive any termination or expiration of this Agreement.

13. COMPLIANCE WITH LAW.

A. General. The Subscriber covenants that it shall, during the entire period of this Agreement, comply with all applicable laws and regulations including but not limited to all anti-corruption, economic sanctions, and anti-money laundering laws and regulations of the United States and other jurisdictions that are applicable to the Subscriber. The Subscriber agrees that it will not engage in, and represents that it is not currently engaged in, the operation of any unlawful transactions or business and that it will not use or permit anyone to use the Information for any unlawful purpose, and that it will not cause any person, including SPGCI, to violate any applicable laws, including Sanctions (as such term is defined below). Nothing in this Agreement shall be construed to mean that SPGCI or the Subscriber is required to take any action that SPGCI determines, in its sole discretion, to be contrary to, or prohibited by, any applicable economic sanctions, or otherwise in violation of any applicable laws or regulations. In the event that SPGCI determines in its sole discretion that performing one or more of its obligations under this Agreement would be prohibited by any such laws, SPGCI's failure to perform such obligations shall not constitute a breach of this Agreement by SPGCI, and SPGCI shall not be liable to the Subscriber or any third party for any damages arising as a result of SPGCI's failure to perform such obligations.

B. Sanctions. As of the date(s) of this Agreement, Subscriber represents and warrants that except as identified in the Disclosures Attachment: (i) neither Subscriber nor any of Subscriber's affiliates, nor any director or corporate officer of Subscriber or any of its affiliates, is subject to any sanctions administered by the U.S. Government (including, without limitation, sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control), the Government of the United Kingdom, the European Union or any European Union member state, the Government of Singapore, the United Nations Security Council or any other applicable authority (collectively, "Sanctions"); (ii) Subscriber is not owned or controlled, directly or indirectly, individually or in the aggregate, by any person or entity that is the subject of Sanctions; and (iii) Subscriber is not (x) an agency or instrumentality of, or an entity owned or controlled by, the government of a country or territory that is the subject of Sanctions or otherwise subject to trade or economic embargoes administered by the Government of the United States, the Government of the United Kingdom, the European Union or any European Union member state, the Government of Singapore, the United Nations Security Council, or other applicable authority (collectively, "Embargoed Countries"), (y) or located, organized, or resident in an Embargoed Country, or owned or controlled, directly or indirectly, by any person located, organized, or resident in an Embargoed Country.

As of the date(s) of this Agreement, , to the best of SPGCI's knowledge, no entity 50% or more owned or controlled by a direct or indirect parent of SPGCI is the subject of Sanctions.

For so long as this Agreement is in effect, each party will promptly notify the other party if any of these circumstances change. SPGCI shall have the right to immediately suspend the delivery of the Services under and/or terminate all applicable Services Attachments and all applicable Addenda, along with this Agreement (collectively, the "Contract"), if SPGCI determines, in its sole discretion, that SPGCI is required to suspend its performance under and/or terminate the Contract to comply with applicable law or SPGCI corporate policy, or that Subscriber has breached any of the representations or covenants contained in this Section 13. Subscriber shall neither distribute nor redistribute the Services to, nor use the Services in furtherance of its business with, any person subject to Sanctions or located, organized, or resident in an Embargoed Country, without the prior written consent of SPGCI.

Both Parties shall comply with all applicable export control laws and regulations, including regulations promulgated by the U.S. Department of Commerce's Bureau of Industry and Security, and other relevant local export laws as they apply to the Services. Both parties agree not to export, reexport, or retransfer any goods or Service(s) received under this Agreement in violation of the Services Attachment or applicable export control regulations. Each party further certifies that it will not cause the other party to violate any applicable export control laws and regulations of the United States or other relevant local export laws as they apply to the Services. Failure to comply with all applicable export laws will be deemed a material breach of the Agreement.


C. Data Protection. SPGCI's provision of the Information, as well as the Subscriber's access to and use of the Information, are subject to the terms of the S&P Data Protection Appendix as set forth at https://www.spglobal.com/commodityinsights/plattscontent/_assets/_files/pdfs/data_protection_appendix.pdf, which terms are incorporated into and made a part of this Agreement and are subject to modification by SPGCI from time to time.