1. USE OF THE SITE(S)
Historical Ratings pursuant to SEC Rule 17g-2(d) (2) and (3)
Historical S&P Global Ratings 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 Global Ratings 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 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 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 Global Ratings.
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 Global Ratings disclaimer with such portion of the Narrative Content in the same form in which the notices and disclaimer appear on the Site, the original source attribution, and the phrase "Used with permission from standardandpoors.com, a Site of S&P Global Ratings". However, you may not post Narrative Content from the Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other Sites, without the prior written consent of S&P Global Ratings. To request consent for uses such as linking to Narrative Content or posting Narrative Content on your Web site, please contact S&P Global Ratings at email@example.com.
Other Content made available on standardandpoors.com
Material that appears on the Site that is entered by you or other Users, or that is otherwise made accessible by other than S&P Global Ratings, 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 Global Ratings’ 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
Export Restrictions. S&P Global does not in any manner warrant or represent that the materials on a Site, including any Content contained therein, are appropriate or available for use in any particular location. If you choose to access a Site including any Content therein, you do so on your own initiative and you are responsible for compliance with all applicable laws.
Committee on Uniform Security Identification Procedures of the American Bankers Association (“CUSIP”). You agree and acknowledge that the CUSIP database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor’s CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. You agree 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, you agree 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. You agree that you 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. Your only use of the CUSIP numbers and descriptions shall be in connection with the internal trading and settlement of security transactions. You further agree 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 yourself or any third-party recipient of such materials and is not intended to create and does not serve in any way as a substitute for any products and services distributed by CGS. All use by you of the CUSIP database and the information contained therein is expressly subject to the disclaimers and limitations set forth herein. In the event you have a direct agreement with CGS, such agreement shall control your use of the CUSIP database and/or any information contained therein.
3. ANTI-HACKING PROVISIONS
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 a Site, any Content found on or accessed through a Site, or any User Content without the prior express written consent of S&P Global;
- obtain or attempt to obtain through any means any Content on a Site that has not been intentionally made publicly available, either by their public display on a Site or through their accessibility by a visible link on a Site;
- violate any measure employed to limit or prevent access to a Site or the Content;
- violate the security of a Site or attempt to gain unauthorized access to a Site, the Content, or data, materials, information, computer systems or networks connected to any S&P Global server, through hacking, password mining or any other means;
- interfere or attempt to interfere with the proper working of a Site or any activities conducted on or through a Site, including accessing any Content prior to the time that it is intended to be available to the public on a Site;
- take or attempt any action that, in the sole discretion of S&P Global, imposes or may impose an unreasonable or disproportionately large load or burden on a Site or the S&P Global infrastructure;
- misuse a Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
4. DISCLAIMER AND LIMITATIONS OF LIABILITY
S&P GLOBAL DOES not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, S&P GLOBAL, AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO A SITE OR ANY CONTENT, INCLUDING INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. A reference to a particular investment or security, a credit rating or any observation concerning an investment or security provided on a Site 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. Content should not be relied on and is not a substitute for the skill, judgment and your experience or the experience of your advisors and/or clients in making investment and other business decisions. S&P Global does not act nor shall be deemed to be acting as a fiduciary in providing a Site or any Content.
NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF A SITE, ANY CONTENT OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) OR OUTPUT WITH RESPECT THERETO OR THAT A SITE OR ANY CONTENT WILL BE FREE OF VIRUSES, WORMS OR “TROJAN HORSES”. NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS IN A SITE, INCLUDING CONTENT. EACH SITE, CONTENT CONTAINED THEREIN AND ANY AND ALL COMPONENTS THEREOF, IS PROVIDED ON AN “AS-IS” BASIS AND YOUR USE OF A SITE AND ANY CONTENT IS AT YOUR OWN RISK.
S&P GLOBAL RATINGS’ CREDIT RATINGS AND PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER S&P GLOBAL 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 Global Ratings and its affiliates and the observations contained in reports and articles published on this 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 Global Ratings assumes no obligation to update any information following publication. Users of the information provided through this Site should not rely on any of it in making any investment decision. S&P Global Ratings’ opinions and analyses do not address the suitability of any security. S&P Global Ratings does not act as a fiduciary or an investment advisor. While S&P Global Ratings has obtained information from sources it believes to be reliable, S&P Global Ratings does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. S&P Global Ratings 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 Global Ratings may have information that is not available to other S&P Global business units. S&P Global Ratings 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 Global Ratings reserves the right to disseminate its opinions and analyses. S&P Global Ratings’ public ratings and analyses are made available on its 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 Global publications and third party redistributors. Additional information about our ratings fees is available here.
5. LINKS TO OTHER WEB SITES FROM THIS SITE
You may, through hypertext or other computer links, gain access to web sites operated by persons other than S&P Global. Such hyperlinks are provided for your reference and convenience only and are the exclusive responsibility of the owners of each such web site. You agree that S&P Global is not responsible for the content or operation of such web sites, and that S&P Global 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 a Site to another web site does not imply or mean that S&P Global endorses the content on such web site or the operator or operations of such web 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 a Site.
6. USER CONTENT
The User grants to S&P Global a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sublicenseable and transferable (in whole or in part) worldwide right and license in any and all media, now known or later developed, to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon and otherwise exploit all material posted to or received through a Site by, from or on behalf of the User or anyone else using the User’s account (other than third party material transmitted through private electronic mail) (“User Content”) (including, without limitation, any names, voices, likenesses, performances and actions contained therein) for any purpose whatsoever (including, without limitation, advertising, commercial, promotional and publicity purposes) in S&P Global’s discretion without notice, approval, attribution or consideration to you or to any other person or entity. You represent and warrant that you have all rights necessary to grant the foregoing license, that neither the permission nor consent of any other person or entity is required to enable S&P Global to legally use the User Content in accordance with this license; that all User Content provided to a Site by you or anyone else using your account complies with all applicable laws, rules and regulations; and that S&P Global’s use of the User Content in accordance with this license will not violate or infringe upon the rights of any person or entity.
Users entering material into a Site are responsible for the content of that material. S&P Global does not have any responsibility for User 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 a Site. However, S&P Global retains the right, to review, edit or delete User Content that S&P Global deems to be illegal, offensive or otherwise inappropriate.
You may not input or distribute any material through the Site that is promotional in nature, including solicitations for funds or business, without the prior written authorization of S&P Global.
As part of access to portions of a Site, you may be required to provide certain information, such as, your name and email address. In addition, you may be required to select a username and password. You represent and warrant that any information you provide to S&P Global in connection with a Site shall be accurate and complete. You further agree to keep any passwords/user IDs in connection with a Site in strict confidence and promptly advise S&P Global of any actual or threatened unauthorized disclosure or misuse of a Site or any passwords/user IDs with respect to a Site that come to your attention. You shall cooperate with S&P Global in enforcing the restrictions and limitations set forth herein.8. COUNTRY CONDITIONS AND QUALIFIED INSTITUTIONAL INVESTORS
The terms and conditions set forth in this section (the “Country Conditions”) are the result of various regulatory and/or legal requirements relating to usage of a Site including its Content. Your use of a Site in the specified jurisdictions is subject to these Country Conditions.
QUALIFIED AND INSTITUTIONAL INVESTORS
Portions of this 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 Global Ratings (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.
9. ADDITIONAL LEGAL TERMS
10. HOW TO CONTACT US