These Terms of Use (“Terms of Use”) apply to S&P Global Inc. and its affiliates, which you have a contract with or which provide services to you, (collectively or individually, as applicable, referred to as “S&P Global”, “Company” “we”, “our”, “us”).
By accessing and using any of S&P Global’s websites including any connected mobile application or version thereof (each a “Site”), you agree to be legally bound by these Terms of Use and you represent that you have the legal capacity to be bound by these Terms of Use. The terms “you” and “User” refer to anyone who accesses a Site.
These Terms of Use contain terms, conditions, covenants and provisions upon which you may access and use a Site and all content, including, without limitation, text, ratings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information (collectively, the “Content”) displayed and/or otherwise contained on a Site. If at any time you do not agree with the Terms of Use, you will stop accessing and/or using the Site(s) and the Content. Each Site and the Content contained therein is the exclusive property of S&P Global or its suppliers.
Notwithstanding anything in the Terms of Use to the contrary, your rights to use certain material available on or through each Site may be subject to separate written license agreements with S&P Global (“Other Agreements”). In the event you have an Other Agreement to access all or any portion of a Site, including any separately entitled sections of a Site, then the Other Agreement, rather than these Terms of Use, will govern your use of such Site. In the event of a conflict between your Other Agreement and these Terms of Use, the terms and conditions in the Other Agreement shall prevail.
Any attempt by you to modify these Terms of Use is expressly rejected by S&P Global and shall have no force or effect regarding your use of a Site. S&P Global may change these Terms of Use at any time without notice. Changes will be posted on each Site under “Terms of Use”. Your access and use of a Site after any changes have been posted will constitute your agreement to the modified Terms of Use and any changes. Therefore, you should read these Terms of Use from time to time to be aware of any such changes.
1. USE OF THE SITE(S)
S&P Global grants you a personal, revocable, non-exclusive, non-transferable, limited license to access and use the Site(s) and the Content conditioned upon your compliance with these Terms of Use. The Site(s) and the Content contained therein may be used solely for viewing, ad hoc non-commercial use.
You may not license, sublicense, transfer, sell, resell, publish, reproduce and/or otherwise redistribute a Site, including the Content or any component thereof in any manner (including, but not limited to, via or as part of any Internet site). You may not a) use the Content or any portion of the Site as part of any intranet or other internal network; b) create archival or derivative works based on the Content or any portion thereof; or c) modify, reverse-engineer, disassemble, decompile or store any Content or any portion of the Site. You may not use a Site or any Content contained therein, in whole or in part in any manner that either competes or is intended to compete with S&P Global or its affiliates, including without limitation, any distribution of any Content or a derivative work based thereon. You may not use a Site for any illegal purpose or in any manner inconsistent with these Terms of Use. S&P Global may discontinue or change a Site and any Content contained therein, or their availability to you, at any time without notice. S&P Global is not under any obligation to update any Content following publication on a Site. The terms of these Terms of Use will survive any such discontinuation.
Historical Ratings pursuant to SEC Rule 17g-7(b)
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 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 in accordance with the SEC’s stated objectives for SEC Rule 17g-7(b).
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, (a) 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, and (b) only insofar as you are directly compelled by applicable law or regulation: (1) include credit ratings within a report required by that law or regulation and (2) deliver such report only to such regulator, or authority or government agency as is identified by that law or regulation and solely insofar as to meet your own obligations under that law or regulation and not for the benefit of another party.
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 Global 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 research_request@spglobal.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.”
NOTE: Use of Content on this Site may be periodically monitored to assure compliance with these Terms of Use. S&P Global Ratings reserves the right to discontinue access to this Site either with or without notice if S&P Global Ratings has a reasonable basis to believe that a User is accessing or using Content in violation of these Terms of Use.
2. INTELLECTUAL PROPERTY RIGHTS AND UNLAWFUL USE
All proprietary rights (including, but not limited to, copyrights, trade secrets, database rights, trademark rights, rights to trade names, service marks and other product and service names and logos) contained within a Site and any and all Content, including, but not limited to, all information, data, ratings and ratings symbology, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of S&P Global and its suppliers. Each Site and any and all Content contained herein is protected by copyright in addition to other intellectual property laws. Any of the trademarks, service marks or logos (collectively, the “Marks”) displayed on a Site may be registered or unregistered marks of S&P Global or others. Nothing contained on a Site shall be construed as granting any license or right to use any of the Marks displayed on the Site absent the express written permission of S&P Global or a third party owner of such Marks. You agree to honor all reasonable requests by S&P Global or its suppliers to protect and preserve their respective proprietary interests in each Site and any and all Content contained therein. Each Site and the Content are compiled, prepared, revised, selected and arranged by S&P Global and its suppliers through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and each Site and any and all Content constitute valuable intellectual property of S&P Global and its suppliers. Copying of, use of, access to or distribution of a Site or any Content contained therein in breach of these Terms of Use may cause S&P Global and/or its suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach hereof by you may be enforced by S&P Global or its suppliers by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies. Any actual or attempted illegal or unauthorized uses of a Site, the Marks or any Content are strictly prohibited and may result in criminal and/or civil prosecution.
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.
NOTE: For your protection, S&P Global reserves the right to view, monitor, and record activity on the Site in accordance with S&P Global’s Privacy Policy and Cookie Notice, to the fullest extent permitted by applicable law. S&P Global hereby reserves the right to discontinue access to a Site either with or without notice if S&P Global has a reasonable basis to believe that a User is accessing or using any Content in violation of these Terms of Use, in addition to any other available rights and remedies.
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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, IN NO EVENT WHATSOEVER SHALL S&P GLOBAL OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, TRADING LOSSES OR LOST TIME OR GOOD WILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES.
IN THE EVENT THAT LIABILITY IS NEVERTHELESS IMPOSED ON S&P GLOBAL OR ITS SUPPLIERS, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF S&P GLOBAL AND ITS SUPPLIERS IN CONNECTION WITH A SITE, ANY CONTENT AND/OR THESE TERMS OF USE, REGARDLESS OF THE FORM(S) OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS (US$100). NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO YOUR USE OF A SITE OR THE CONTENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.
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.
You are entirely liable for activities conducted by you or anyone else in connection with your browsing and access to and use of a Site. If you are dissatisfied with a Site or with these Terms of Use, your sole and exclusive remedy is to stop using such Site.
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.
As you browse through a Site you may access other web sites that are subject to different terms of use. When you use those other web sites, you may be legally bound by the specific terms of use posted on such web sites. If there is a conflict between these Terms of Use and other terms of use of such web sites, the terms of use of such web sites will govern with respect to your use of such web sites.
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.
7. PRIVACY POLICY AND COOKIE NOTICE
Please see the S&P Global Privacy Policy and Cookie Notice for information on S&P Global’s data collection and use practices with respect to a Site.
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.
Australia. To the extent that S&P’s Global Ratings credit ratings (the “Ratings”) are included as part of any Content, S&P Global Ratings Australia Pty Limited (ABN 62 007 324 852), being the holder of Australian Financial Services License No. 337565 issued pursuant to the Corporations Act 2001 (Cth) (“SPA”), whose registered office is located at Level 45, 120 Collins Street, Melbourne Vic 3000 Australia, shall provide such portion of such Content to you and S&P shall license you the right to use the intellectual property in such portion of such Content and, as owner of such intellectual property, shall receive any fees with respect thereto. SPA expressly agrees to be bound by the terms and conditions of this Terms of Use to the extent it applies to the provision of the Ratings. You accept and acknowledge that SPA’s provision of the Ratings as part of a Site to you is based on, and conditional on, the veracity and accuracy of your representation that you are a “Wholesale Client” (as such is defined in Chapter 7 of the Corporations Act of 2001 (Australia)). In addition, you acknowledge that Ratings and/or related research licensed to you pursuant to these Terms of Use or your Other Agreement, as applicable, are not intended for, and should not be distributed to, any person other than a Wholesale Client (to the extent such distribution is permitted by your Other Agreements). In furtherance of the foregoing, you undertake that (a) you will not pass on any Rating and/or related research to a party who is not a Wholesale Client and (b) that you will obtain the same undertaking from your own Wholesale Clients (to the extent such distribution is permitted by your Other Agreements). S&P represents that it is authorized to bind SPA to the terms and conditions set forth in these Terms of Use to the extent such terms and conditions pertain to the provision of Ratings.
All countries located in Europe, the Middle East or Africa (“EMEA”). In the event your use of the Ratings is in any country located in EMEA, you further acknowledge and agree to the following: the Ratings shall not in any circumstances be used by you where, as part of an effort to sell securities to Retail Investors (as defined below), you use the Ratings: (a) to create a type of recommendation, (b) to create your own interpretation of the Ratings or (c) in some other form of “risk classification”. For the purposes of this Terms of Use, “Retail Investor” shall mean an individual investor who buys and sells securities or other financial products for his/her personal account, and not for another company, individual or organization.
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
These Terms of Use constitute the entire agreement between the parties relating to each Site and supersedes any and all other agreements, oral or in writing, with respect to such Site. The failure of S&P Global to insist upon strict compliance with any term of these Terms of Use shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. To the fullest extent permitted by law, you shall indemnify, hold harmless and defend S&P Global and its suppliers from and against any and all costs, claims, damages or liabilities (including reasonable attorneys’ fees and court costs) arising out of any breach by you of Section 3 (Anti-hacking Provisions). These Terms of Use are personal to you, and you may not assign your rights or obligations to anyone. If any term or condition hereof is found by a court, administrative agency or jurisdiction to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant term shall be deemed deleted and the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. These Terms of Use, your rights and obligations, and all actions contemplated by these Terms of Use 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 these Terms of Use 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.
10. HOW TO CONTACT US
If you have any questions or concerns about these Terms of Use, please contact our Chief Privacy Officer at privacy@spglobal.com or Chief Privacy Officer, S&P Global Inc., 55 Water Street, New York, NY 10041.
