These IEA Additional Terms apply to (a) any direct customer of Climatiq and (b) any end customer of a Climatiq SaaS Partner or Consulting Partner, in each case to the extent such customer accesses or uses any Climatiq product or feature that incorporates or relies on “IEA Factors”, meaning Country-specific CO2 emission factors (CO2 emissions per kWh from electricity generation indicators (kgCO2/kWh)) (the “Products”).

Each such customer (the “Customer”) will abide by the following additional terms and conditions (the “IEA Additional Terms”) with respect to Customer’s access to and use of the IEA Factors (defined above). If there is any conflict between these IEA Additional Terms and any other terms governing Customer’s access to the Products these IEA Additional Terms shall control. 

These IEA Additional Terms are incorporated into the agreement governing Customer’s access to the Products, and the governing law and jurisdiction provisions of that agreement apply to these IEA Additional Terms; provided, however that Climatiq and IEA (the International Energy Agency, an autonomous body within the framework of the Organisation for Economic Co-operation and Development (OECD)) may bring any action, suit or proceeding arising out of relating to these IEA Additional Terms in the courts of Germany, and the Customer irrevocably submits to the jurisdiction of such courts for such purposes.

1.  Limited Right to Use, Download, and Disclose
   
   1. Customer is only permitted to:
      
      1. Use the Products to calculate Customer's own emissions and carbon footprint (“Permitted Use”);
      2. Disclose, solely for the purposes of mandatory emissions reporting (e.g., to CDP) and/or audits (“Permitted Disclosures”) and only to the extent required by the relevant reporting or auditing entity, a PDF report provided by Climatiq, Climatiq SaaS Partner, or Climatiq Consulting Partner containing only the specific IEA Factors (if any) that are strictly necessary to support Customer’s own emissions calculations. Any such disclosure must be limited to the relevant reporting or auditing entity and its professional advisers involved in that reporting or audit (subject to confidentiality obligations).
   2. The Permitted Use and Permitted Disclosure described above are limited to the specific IEA Factors (and no others) relevant to Customer’s own emissions calculations. No rights are granted to use IEA Factors for the benefit of, or to provide services to, any third party.  
   3. Customer’s Permitted Use of the IEA Factors and Permitted Download rights shall terminate when Customer’s subscription to the Products is terminated or expires, or when Customer’s right to access the Products via a Climatiq partner ends (as applicable).
2. Restrictions and Customer Obligations
   
   1. Customer is not permitted to view, access, download, use, disclose, publish, modify, compile, or export any or all of IEA Factors in any format whatsoever; except for the Permitted Use, and Permitted Disclosure described above;
   2. Customer is not permitted to disclose or disseminate any IEA Factors to any third parties other than the Permitted Disclosure described above.
   3. Customer is not permitted to reproduce the IEA Factors in reports issued to the public, including without limitation, in any of Customer’s annual reports.    
   4. Customer may only use the Products for the calculation of Customer’s own emissions and carbon footprint and not for any other purpose or use. 
3. Ownership and Attribution
   
   1. Customer acknowledges and agrees that: (a) IEA has expended significant resources gathering, assembling and compiling information and data within the IEA Factors and producing the IEA Factors; (b) the IEA Factors are the valuable property of the OECD/IEA or their licensors; and (c) the OECD/IEA or their licensors retain copyright, database rights and any other applicable intellectual property rights in the IEA Factors, despite any licences granted to Customer under these IEA Additional Terms. Nothing in these IEA Additional Terms transfers to Customer any ownership or proprietary rights in any IEA Factors.     
   2. If Customer reproduces any IEA Factors or its associated information, Customer must attribute IEA and any stated co-authors with the following notice:
      
      1. For non-data excerpts of IEA Factors (e.g. text excerpts): Source: IEA [/co-author(s) if any] (year), [Title], All rights reserved. Example: Source: IEA (2022) Oil Market Report – September 2022. All rights reserved.
      2. Any notes appearing beneath the IEA Factors Customer wishes to reproduce, if relevant, should be included as they appear in the original IEA Factors.
      3. If Customer reproduces any references to specific countries or territories from the IEA Factors Customer must not remove any disclaimer that accompanies the      reference.
      4. For numerical data that is presented in aggregated, graphical or derived formats include the following notice: Based on IEA data from IEA (year) [Title of IEA database], IEA [/co- author(s) if any] (year), www.iea.org/statistics, All rights reserved; as modified by [your legal entity name]. Example: Based on IEA data from the IEA (2022) Monthly Oil Data Service, www.iea.org/statistics. All rights reserved; as modified by [you].
      5. Climatiq has modified the IEA Factors in most cases, Customer must clearly include the mention: “as modified by Climatiq GmbH” in any attribution.
      6. If Customer modifies the IEA Factors in any way, Customer must clearly include the mention: “as modified by [your legal entity name]”.
   3. For the avoidance of doubt, the attribution requirements set forth above are general in nature and are in no way intended to broaden Customer’s Permitted Use as described above, or limit the restrictions placed on Customer in Section 2 above.
4. Disclaimers, Limitations of Liability
   
   1. IEA provides the IEA Factors on an “as is” and “as available” basis. IEA’s goal is to keep the IEA Factors accurate and complete, but it makes no representations, guarantees or warranties (express, implied or otherwise) of any kind concerning the IEA Factors, including, without limitation, no warranties of satisfactory quality, availability, timeliness, fitness for a particular purpose, accuracy, completeness, merchantability, up-to-datedness, title or against infringement of the proprietary or other rights of third parties. Similarly, the third-party licensors of content within the IEA Factors that are sourced to them do not make any warranties about their content; such content is also provided on an “as is” basis. IEA reserves its right to change, update or discontinue in any way part or all of the IEA Factors or change any release times or dates, without notice or any liability.
   2. IEA Factors is not intended to be and should not be relied upon by Customer in making (or refraining from making) any decisions. The OECD, the IEA., Climatiq, Climatiq’s partners and their third-party licensors shall not, under any circumstances, be liable to Customer for any loss, damage, liability or expense incurred or suffered (including all loss of profit, loss of use, loss of revenue, loss of contracts, increased costs and expenses and all special, indirect and consequential losses) which is claimed to result from access (or lack of access) to, use of, or reliance on, the IEA Factors and any content in the IEA Factors sourced to third parties, including without limitation, from any fault, error, omission, interruption or delay in such respect. Use of the IEA Factors and any content in the IEA Factors sourced to third parties is at the Customer’s sole risk.
   3. Customer agrees to indemnify and hold harmless the OECD/IEA, Climatiq, Climatiq’s partners and their auxiliary persons, and the OECD/IEA’s third-party licensors from and against any and all loss, including loss of reputation, loss of data and loss of revenue, and any other claims, actions, damages and costs occasioned to, or suffered by, any of the foregoing resulting from Customer’s use of any IEA Factors and any content in the IEA Factors sourced to third parties.
   4. Nothing in these IEA Additional Terms shall constitute or be considered to be a limitation upon or a waiver of the privileges and immunities that may apply to the OECD and the IEA, all of which are specifically reserved.
   5. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLIMATIQ’S OR IEA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS EXCEED €100.
5. Additional Terms
   
   1. Customer acknowledges that the IEA publishes terms and conditions relating to IEA materials at https://www.iea.org/terms (the “IEA Online Terms”). Customer agrees that its access to and use of any IEA Factors via the Products is permitted only as expressly set out in these IEA Additional Terms, and Customer must not use the IEA Factors in any manner that would be inconsistent with the restrictions reflected in the IEA Online Terms. For clarity, Customer does not receive any licence directly from IEA under the IEA Online Terms, and nothing in these IEA Additional Terms grants Customer any rights in the IEA Factors except as expressly stated herein. The IEA reserves the right at any time and without prior notice to (a) update the IEA Online Terms, or to require updates to these IEA Additional Terms; and (b) release any IEA Factors under different licence terms.
   2. Climatiq and IEA are intended third-party beneficiaries of these IEA Additional Terms and may enforce them directly. Any Climatiq SaaS Partner or Consulting Partner that provides access to the Products to an End Customer is also an intended third-party beneficiary of these IEA Additional Terms and may enforce them directly, solely with respect to breaches by such End Customer (or its users) relating to the Products.
   3. Customer or End Customer acknowledges that any breach or threatened breach of these IEA Additional Terms relating to the Products, including any unauthorized disclosure, reverse engineering or reconstruction (or attempted reconstruction) of the Products, creation or distribution of substantially replicative outputs, or removal or obscuring of proprietary notices, may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, Climatiq and IEA (and their respective licensors, as applicable) and any Climatiq SaaS Partner or Consulting Partner that provides access to the Products to the applicable End Customer are each entitled to seek immediate injunctive and/or other equitable relief to prevent or curtail any such breach or threatened breach, without the necessity of posting bond or proving that monetary damages would be sufficient, in addition to any other rights and remedies available at law or in equity.