1. USE OF THE WEB SITE
S&P grants you a non-exclusive, non-transferable, limited license to access and use the Web Site and its Content (as defined below) only for non-commercial use for the fees, if applicable, and under the terms set forth below.
The content of the Web Site made accessible by S&P includes, but is not limited to, the S&P ratings and other opinions, text, data, reports, images, photos, graphics, graphs, charts, animations and video, as further described below.
Historical Ratings pursuant to SEC Rule 17g-2(d) (2) and (3)
Historical S&P outstanding issuer-paid credit ratings in each class of credit rating for which S&P Global Ratings is registered as a Nationally Recognized Statistical Rating Organization ("NRSRO") is available at the 10% Disclosure Tab and the 100% Disclosure Tab (collectively, the "Ratings History"). The Ratings History is made available free of charge subject to applicable time delays. It is intended that the availability of Ratings History on this Web Site will advance the Securities and Exchange Commission ("SEC's") goal of fostering accountability and comparability among NRSROs with respect to issuer-paid credit ratings. As such, the Ratings History may be used to, inter alia, perform analysis comparing how different NRSROs perform in the class of credit ratings for which they are registered.
Ratings History may not be used or disseminated in a manner that would serve as a substitute for any S&P product or service for which a fee is charged. This restriction is not intended to prevent use of the Ratings History for the purposes set forth in SEC Rule 17g-2(d).
Non-Historical Ratings made available on standardandpoors.com
All ratings on the Web Site, excluding only the Ratings History, are referred to as "Non-Historical Ratings", regardless of their currency or date of issuance.
Except as expressly set forth below, you agree not to copy, reproduce, modify, create derivative works from, or store any Non-Historical Ratings, in whole or in part, from the Web Site or to display, perform, publish, distribute, transmit, broadcast or circulate any Non-Historical Ratings to anyone, or use any Non-Historical Ratings for any commercial purpose, without the express prior written consent of S&P.
You may, on an ad hoc basis, use individual Non-Historical Ratings in the ordinary course of securities disclosure activities and the drafting of transaction documents internally within your organization or publish, on a non-commercial basis, selected individual Non-Historical Ratings.
Notwithstanding the foregoing:
- Non-Historical Ratings may not be compiled into a database;
- Non-Historical Ratings may not be used or disseminated in a manner that would serve as a substitute for any S&P product or service for which a fee is charged; and
- Non-Historical Ratings may not be systematically distributed or shared.
Narrative Content made available on standardandpoors.com
You may also, on an occasional, ad hoc basis, reproduce, distribute, display or transmit an insubstantial portion of other narrative (non-ratings) content ("Narrative Content"), for a non-commercial purpose and without charge, to a limited number of individuals, provided you include all copyright and other proprietary rights notices and the S&P disclaimer with such portion of the Narrative Content in the same form in which the notices and disclaimer appear on the Web Site, the original source attribution, and the phrase "Used with permission from standardandpoors.com, a Web Site of S&P". However, you may not post Narrative Content from the Web Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other Web Sites, without the prior written consent of S&P. To request consent for uses such as linking to S&P Narrative Content or posting Narrative Content on your Web site, please contact S&P at email@example.com.
Other Content made available on standardandpoors.com
Material that appears on the Web Site that is entered by you or other Users, or that is otherwise made accessible by other than S&P, is referred to as "Other Content"). You may use Other Content in accordance with the terms set forth above relating to use of Narrative Content. S&P use of Other Content that you submit is governed by Section 8 below.
CUSIP numbers made available on standardandpoors.com
The CUSIP information made available on standardandpoors.com (the "CUSIP Database") consists of security identifiers and related descriptive information and is protected under copyright laws and is licensed with permission from CUSIP Global Services ("CGS"), on behalf of the American Bankers Association ("ABA").
User agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to User in such materials or in any of the information contained therein.
User agrees that User shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Any use by User outside of the clearing and settlement of transactions may require a license from CGS, and a possible fee. User agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, User agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.
User further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service (even if in connection with the clearing and settlement of transactions) and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER FILE, DB, INTERNET, ELECTRONIC Services and/or any other future services developed by CGS .
The Ratings History, Non-Historical Ratings, Narrative Content, Other Content and CUSIP Database are collectively referred to herein as the "Content."
2. INTELLECTUAL PROPERTY RIGHTS AND UNLAWFUL USE
The Content is the property of S&P or its providers, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Web Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the "Marks") displayed on the Web Site may be registered or unregistered marks of S&P or others. Nothing contained on this Web Site should be construed as granting any license or right to use any of the Marks displayed on the Web Site without the express written permission of S&P or a third party owner of such Marks. You shall honor all reasonable requests by S&P to protect S&P proprietary interests in the S&P Web Site and the Content.
Illegal and unauthorized uses of the Marks or any other Content are strictly prohibited.
If you believe that any Content or other material posted on the Web Site infringes your copyright, you must file a notice of infringement and S&P will address your concerns in accordance with the Digital Millennium Copyright Act.
To file a notice of infringement, you must provide a signed, written notice containing each of the following:
- Information identifying the copyrighted work or works you believe is being infringed.
- Information identifying the material you believe is infringing your copyright, including exact permanent URL and any other information that will allow S&P to locate the allegedly infringing material.
- Your address, telephone number, email address and any other relevant contact information.
- A statement that you have a good faith belief that the use of the allegedly infringing material on the Web Site is not authorized by you, your agent or the law.
- A statement that the information provided to S&P is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notices should be sent with your name and physical or electronic signature to the S&P Global Inc. Legal Department, 55 Water Street, NY, NY 10041-1003; firstname.lastname@example.org.
Please note that by submitting an infringement notification, you are initiating a legal process. You may be liable for damages or other legal consequences if you make any false claims or otherwise misuse this process.
3. ANTI-HACKING PROVISION
You expressly agree not to:
- use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data-mining," "computer code" or any other automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Web Site, any data or Content found on or accessed through the Web Site or any Other Content without the prior express written consent of S&P;
- obtain or attempt to obtain through any means any materials or information on the Web Site that have not been intentionally made publicly available either by their public display on the Web Site or through their accessibility by a visible link on the Web Site;
- violate the restrictions in any robot inclusion headers on this Web Site or in any way bypass or circumvent any other measure employed to limit or prevent access to the Web Site or its Content;
- violate the security of the Web Site or attempt to gain unauthorized access to the Web Site, data, materials, information, computer systems or networks connected to any S&P server, through hacking, password mining or any other means;
- interfere or attempt to interfere with the proper working of the Web Site or any activities conducted on or through the Web Site, including accessing any data, content or other information prior to the time that it is intended to be available to the public on the Web Site;
- take or attempt any action that, in the sole discretion of S&P, imposes or may impose an unreasonable or disproportionately large load or burden on the Web Site or S&P infrastructure.
As part of the registration process, you must select a member name and password and provide S&P with other accurate, complete, and updated information. If you are accessing this Web Site within the scope of your employment, you are required to register using an email address containing your employer's domain name. Failure to provide accurate or updated information, including employer information, constitutes a breach of this Agreement, which may result in immediate termination of your access to the Web Site. You are responsible for maintaining the confidentiality of your member name and password and you accept responsibility for all activities, charges and damages that occur in relation to your account. You shall promptly contact S&P if you believe there has been unauthorized use of your account.
You are also solely responsible for all access to, usage of or activity on your User account including, but not limited to, use of the account by any person who uses your member name and password, with or without authorization, or who has access to any computer, mobile or other device on which your account resides or is accessible.
Please see our Privacy and Cookie Notice and the Registration and Logon screens for information regarding how this information will be used and maintained.
5. LIMITATION ON WARRANTIES AND LIABILITY
Neither S&P, nor its affiliates, nor their third party providers guarantee the accuracy, completeness, timeliness or availability of any information provided through this Web Site. S&P, its affiliates, or their third party providers and their directors, officers, shareholders, employees or agents are not responsible for any errors or omissions, regardless of the cause, or for the results obtained from the use of such information. S&P, ITS AFFILIATES, AND THEIR THIRD PARTY PROVIDERS DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. In no event shall S&P, its affiliates, or their third party providers and their directors, officers, shareholders, employees or agents be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in connection with any use of such information even if advised of the possibility of such damages. Notwithstanding the foregoing, to the extent permitted by law, the maximum liability of S&P, its affiliates, and their third party providers, to you for any damages with respect to the Web Site or Content related to access to or use of this site and its contents shall not exceed the greater of (a) the total amount paid by you to S&P for use of the Web Site during the 12 months immediately preceding the event giving rise to the alleged liability, or (b) U.S. $100.
If you incur any damages that arise out of the acts or omissions of S&P, its affiliates, or their third party providers, you acknowledge and agree that the damages, if any, are not irreparable and are not sufficient to entitle you to an injunction of other equitable relief.
FURTHER, THE MATERIALS, MADE AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THERE MAY BE TIMES WHEN THIS SITE OR ITS CONTENTS ARE UNAVAILABLE. MOREOVER, S&P MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE SITE OR TO THE MATERIALS DESCRIBED OR MADE AVAILABLE ON THE SITE AT ANY TIME, FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE MATERIALS MADE AVAILABLE ON THE SITE.
S&P CREDIT RATINGS AND PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER S&P RATINGS OR PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.
The ratings and credit related analyses of S&P and its affiliates and the observations contained in reports and articles published on this Web Site are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold, or sell any securities or make any investment decisions. S&P assumes no obligation to update any information following publication. Users of the information provided through this Web Site should not rely on any of it in making any investment decision. S&P opinions and analyses do not address the suitability of any security. S&P does not act as a fiduciary or an investment advisor. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of each of these activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process.
The S&P Global Ratings business may receive compensation for assigning credit ratings or engaging in other analytical activities normally from issuers of the securities or third parties participating in marketing the securities. S&P reserves the right to disseminate its opinions and analyses. S&P public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge) and www.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publications and third party redistributors. Additional information about our ratings fees is available here.
NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO USER ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS, REGARDLESS OF THE CAUSE, NOR SHALL THEY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING WITHOUT LIMITATION, LOST INCOME OR LOST PROFITS AND OPPORTUNITY COSTS) IN CONNECTION WITH SUCH USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY USER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
6. LINKS TO OTHER WEB SITES FROM THIS WEB SITE
You may, through hypertext or other computer links, gain access to Web sites operated by persons other than S&P. Such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such Web sites' owners. You agree that S&P is not responsible for the content or operation of such Web sites, and that S&P shall have no liability to you or any other person or entity for the use of third party Web sites. Except as described below, a hyperlink from this Web Site to another Web site does not imply or mean that S&P endorses the content on that Web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other Web sites to which you link from this Web Site. S&P assumes no responsibility for the use of third party software on the Web Site and shall have no liability whatsoever to any person or entity for the accuracy or completeness of any outcome generated by such software.
7. TIMELINESS OF CONTENT
The Content displayed on the Web Site, including, but not limited to, reports and other opinions, is current as of the date appearing on the report and is subject to change without notice. Unless indicated otherwise, by S&P. However, S&P does not guarantee or warrant the accuracy, timeliness, or completeness of any ratings you access using the Web Site, and assumes no obligation to update any information following publication.
8. THE USER'S CONTENT
The User grants to S&P the non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable and fully sub-licensable right to use, publish, reproduce, disseminate, transmit, distribute, copy, display, or create derivative works of all material posted to or received through the Web Site by or from the User or anyone else using the User's account (other than third party material transmitted through private electronic mail) without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such material. You hereby waive any claim to the contrary and any "moral rights" associated with such material. You represent and warrant that you have all rights necessary to grant the foregoing license and that all material provided to the Web Site by you or anyone else using your account complies with all applicable laws, rules and regulations.
Users entering material into the Web Site are responsible and liable for the content of that material. Neither S&P nor S&P Global Inc. has any responsibility for Other Content, including the content of any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from the S&P Web Site. However, S&P retains the right, which it may or may not exercise in its sole discretion, to review, edit, or delete Other Content that S&P deems to be illegal, offensive, or otherwise inappropriate.
You may not input or distribute any material through the S&P Web Site that is promotional in nature, including solicitations for funds or business, without the prior written authorization of S&P.
The User agrees to indemnify S&P, S&P Global Inc. and any third party data providers, from all damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, that S&P, S&P Global Inc., their affiliates, employees, and authorized representatives may incur as a result of either: (i) the User's breach of this Agreement; or (ii) material entered into the S&P Web Site with the use of the User's member name or password.
9. QUALIFIED AND INSTITUTIONAL INVESTORS
Portions of this Web Site were created in order to enable "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933 ("QIBs"), to analyze data made available by issuers to QIBs in securities offerings and in the QIB secondary market. These data may or may not otherwise be publicly available. If you choose to access such QIB information on the Site ("QIB Information"), you hereby acknowledge and agree that (a) you must be a QIB to access the QIB Information, (b) the QIB Information contained on this Site may only be available to QIBs, (c) you will not transmit or use any such QIB Information in violation of the federal securities laws, and (d) you represent and warrant to S&P (on behalf of yourself or your organization) that you have such knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of the securities for which QIB Information has been made available by the issuers, and utilize effectively the software, products and/or data provided by S&P as an analytical tool to assist in any such evaluation. You also confirm that you are solely responsible for performing your own evaluation of any such securities, and with respect to QIB Information made available by issuers to QIBs in securities offerings and in the QIB secondary market, S&P does not make any recommendations as to whether to buy, sell or hold any such securities or as to the usefulness of its software, products, and data to you for purposes of making any such evaluation.
10. ADDITIONAL LEGAL TERMS
Subject to applicable laws and regulations, S&P may discontinue or change the S&P Web Site, or its availability to you, at any time. The terms of this Agreement will survive any such discontinuation.
This Agreement constitutes the entire agreement between the parties relating to the Web Site and supersedes any and all other agreements, oral or in writing, with respect to the Web Site. The failure of S&P to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This Agreement is personal to you, and you may not assign your rights or obligations to anyone. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.
This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and New York State. The parties agree that the State and Federal courts of New York shall be the exclusive forums for any dispute arising out of this Agreement and the parties hereby consent to the personal jurisdiction of such courts. Any claim must be brought in the claimant's individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). The parties expressly waive any ability to maintain any Class Action in any forum.
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