1.1. These Terms and Conditions apply to the Order Form executed by and between Accuity Inc. (“Accuity”) as Licensor and the customer identified on the applicable Order Form (“Customer”) for the supply of the Licensed Materials detailed in the Order Form.
1.2. The Licensed Materials included in the Order Form may be provided by Reed Business Information Limited (“RBI”) as reseller for Accuity Inc. Customer agrees that RBI shall be entitled to enforce these Terms and Conditions as though it were a party to the Order Form.
2.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party; where “control” means the holding of greater than fifty percent (>50%) of an entity’s stock or other voting interest, but only for so long as control is maintained.
2.2. “Authorized User” or “User” means an individual human employee of Customer, and if relevant its Affiliates or their respective independent contractors (but excluding any outsourcer, facilities management provider or application service provider) who is authorized by the Order Form to access the Licensed Materials.
2.3. “Derivative Work” means a work based upon or derived from one or more pre-existing works, such as a translation, abridgement, condensing, or any other form in which a work may be recast, transformed, or adapted.
2.4. “Documentation” means the current technical and user documentation for the Licensed Materials, file descriptions and other written information describing the functions and operational characteristics of the data and/or software, or explaining how to install, use, maintain, or support such software and/or data.
2.5. “Enhancements” means any updates, upgrades, new releases, corrective programming or other modifications to the Licensed Materials and Documentation.
2.6. “Fees” means the monies charged to Licensee for the Licensed Materials, Support and/or Services, as applicable.
2.7. “Hosted Look-up Tool” means any product made available to Licensee through Licensor’s interface, which allows Authorized Users to search, interrogate, and view data, such as Online Compliance, TGBR, Global Payment Web Service, IBAN complete, as set out in the relevant Order Form.
2.8. “Intellectual Property Rights” means all patent rights, copyrights, trademark rights, service mark rights, trade secret rights, and other similar proprietary rights of any type.
RELX and the RE symbol are trade marks of RELX Group plc, used under license.
2.9. “Law” means any relevant declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction of or by any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body applicable to Licensor.
2.10. “License Restrictions” means any restrictions on Licensee’s use of the Licensed Materials as provided for in this Agreement or a relevant Exhibit.
2.11. “Licensed Materials” means the data, software or other content or any part or component thereof, made available to Customer, including Hosted Look-up Tools.
2.12. “Scope of Use” means the description of how Licensee is authorized to access and/or use the Licensed Materials.
3. Access to the Product
3.1. Customer will comply with any instructions relating to the security of the Licensed Materials issued by Accuity. A specially designated username and password will be allocated by Accuity to Customer for each individually named employee who is authorised to access and use the Licensed Materials (“Authorised Users”). Usernames and passwords are unique to each Authorised User and may not be shared or transferred. Accuity may alter usernames and/or passwords from time to time in accordance with its standard security procedures and shall inform Customer accordingly.
3.2. Customer shall notify Accuity promptly if it becomes aware or suspects that any unauthorised person has obtained a password. Accuity will alter the password and inform the Customer accordingly. Where Customer notifies Accuity by telephone, such notification shall be confirmed by Customer in writing within forty-eight (48) hours.
4.1. Subject to compliance with these Terms and Conditions, payment of all applicable Fees, and compliance with any relevant Scope of Use, Accuity hereby grants to Customer a limited, non-exclusive, non-transferable license to use the Licensed Materials solely for Customer’s internal business purposes and Customer’s sole benefit subject to and in accordance with these Terms and Conditions, and for this purpose to:
(a) search, interrogate, or display the Licensed Material on screen primarily for one person’s exclusive use;
(b) make a limited number of printouts of items included in the Licensed Materials using included printing commands; and
(c) download and store a single copy of relevant portions of the Licensed Materials for the sole purpose of supporting Customer’s audit and regulatory purposes but not for any other purpose.
4.2. Customer hereby acknowledges that the Licensed Materials, all compilations thereof, and any documentation supplied by Accuity in conjunction with the Licensed Materials or the Order Form are and shall remain the sole property of Accuity. Save as expressly permitted hereunder, no part of the Licensed Materials or Documentation may be reproduced in any form or by any means and may not be used to prepare or compile directories, database, mailing lists or other derivative works without the prior written permission of Accuity.
4.3. No Licensed Materials may be sold to, licensed to, or used by third parties including Customer’s parent, subsidiaries and/or Affiliates, unless otherwise authorized by Accuity. Customer shall at all times be responsible and liable for all use of the Licensed Materials. For the avoidance of doubt, these Terms and Conditions do not authorise concurrent licenses (use of the Licensed Materials by more than the total number of Authorized Users or other sharing of access credentials). Additionally, these Terms and Conditions do not authorise the use of robotics or any other automated tools to access or manipulate in any way the Licensed Materials and do not authorise the integration of Licensed Materials into any Customer or third party applications, databases or computer systems.
4.4. Customer may not:
(a) make multiple printouts or copies of Licensed Materials for distribution to any party other than Authorised Users (“Unauthorised Persons”);
(b) resell or redistribute the Licensed Materials;
(c) make the Licensed Materials available to Unauthorised Persons on a local area network, a wide area network or on any intranet or extranet;
(d) abstract, download, store, reproduce, transmit, display, copy or use the Licensed Materials other than as permitted above;
(e) remove any copyright or other proprietary rights notice contained or included in the Licensed Materials; or
(f) modify, reverse engineer or decompile the Licensed Materials.
4.5. Additional terms and conditions relating to the license of credit ratings and other third party data are incorporated into these terms and conditions and are set forth below.
4.6. Accuity may provide Enhancements to the Licensed Materials. Customer acknowledges that failure to promptly implement any Enhancements issued by Accuity may render the Licensed Materials unusable or nonconforming and Customer agrees to assume all risks arising therefrom. The failure by Customer to implement any Enhancement shall relieve Accuity of any obligation to provide maintenance or support. Any unauthorized modification made to the Licensed Materials by or on behalf of Customer will invalidate Accuity’s obligations under these Terms and Conditions.
4.7. The Licensed Materials may contain links to third party external sites. Accuity and its Affiliates are not responsible for and have no control over the content of such sites and, to the extent permissible by Law, disclaim all responsibility and liability in relation to information available on such sites or accessible from the Licensed Materials via hypertext links.
4.8. Customer agrees, and shall ensure anyone else authorized to access the Licensed Materials, shall keep an accurate record of the usage of all Licensed Materials. Upon ten (10) days written notice, Accuity or its designated third party is entitled to verify Licensee’s compliance with the the Order Form or these Terms and Conditions at all locations and for all environments in which Licensee uses the Licensed Materials. Such verification may take written or in person form, and except in instances where Accuity has a reasonable basis to suspect a material deviation from the Authorized Use, will take place no more than one (1) time per any twelve (12) month period during normal business hours, in a manner that minimizes disruption to Customer’s work environment. In the event of an in-person verification, such verification will be at Accuity’s sole cost and expense. Accuity may use an independent third party under obligations of confidentiality to provide assistance. If written verification is requested, such verification will be certified by an officer or equivalent representative of Customer authorized to provide such verification. Accuity will notify Customer in writing if any such verification indicates that Customer has used the Licensed Materials in excess of the Authorized Use. Customer agrees to promptly execute an amendment to the Order Form and pay all associated Fees to Accuity, including, but not limited to: (i) any excess use; and (ii) any additional charges determined as a result of such verification.
5. Changes to the Product
5.1. Accuity reserves the right from time to time to make changes to the Licensed Materials and to make alterations in the times of the availability of the Licensed Materials and the rules of operation relating thereto and in particular:
(a) make changes in the normal service hours and in user identification procedures provided that Accuity shall not make changes in the normal service hours except in the case of emergency without giving at least fourteen (14) days’ notice;
(b) add, amend, delete or otherwise vary all or any of the Licensed Materials; or
(c) withdraw the Licensed Materials from any particular network or make the Licensed Materials available through any additional or alternative network.
5.2. If the Licensed Materials are suspended or interrupted or are otherwise temporarily unavailable preventing Customer from effectively being able to gain access during normal service hours (not including any circumstances beyond Accuity’s reasonable control), Accuity will take all necessary steps to rectify the fault as soon as reasonably practicable, but shall not be liable for any loss or damage whatsoever suffered by Customer as a result.
6.1 Each Party represents and warrants that it shall comply with all applicable Laws in connection with the supply, receipt or use of the Licensed Materials.
6.2. Accuity warrants that it owns or has the authority to license the Licensed Materials. Accuity further warrants that it will use commercially reasonable efforts to ensure that at the time of delivery the Licensed Materials will not knowingly contain computer viruses, malware, or any other computer code, files, or programs designed to damage or obtain unauthorised access to any data or other information of Customer, such as those commonly known as “Trojan horses”. The foregoing does not include any software lock or other technical mechanism that is incorporated into the Licensed Materials to manage proper use.
6.3. DATA PORTIONS OF THE LICENSED MATERIALS (“DATA”) ARE PROVIDED “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) ACCUITY DOES NOT REPRESENT OR WARRANT THAT THE DATA OR ACCESS THERETO WILL BE UNINTERRUPTED OR ERROR-FREE; B) ACCUITY DOES NOT REPRESENT OR WARRANT THE CORRECTNESS OR COMPLETENESS OF THE DATA; AND/OR (C) ACCUITY HAS NO OBLIGATION TO INDEMNIFY AGAINST ANY CLAIM ARISING OUT OF OR RELATED TO THE DATA, INCLUDING WITHOUT LIMITATION CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR VIOLATION OF PRIVACY RIGHTS.
6.4. Portions of the Data provided hereunder are derived from public sources. Certain content may be summarised and all information should be considered within the full context available in the third party sources to which source links are provided. Accuity is not responsible for the content of third party sources. Customer shall be responsible for its own conclusions based on relationships and categories in the information provided by third party sources. Due to the nature of public record information, the public records and commercially available data sources used by Accuity may be incomplete and contain inaccurate information or errors. Customer shall independently verify all Data pursuant to its own policies and procedures. Accuity is not a consumer reporting agency and none of its products, services or the data contained therein constitute a ‘consumer report’ as such term is defined in the Federal Fair Credit Reporting Act (FCRA), 15 U.S.C. sec. 1681 et seq. The Data provided to Customer may not be used as a factor in consumer debt collection decisioning, establishing a consumer’s eligibility for credit, insurance, employment, government benefits, or housing, or for any other purpose authorized under the FCRA. By accessing the Licensed Materials, Customer agrees not to use the Licensed Materials for any purpose authorized under the FCRA or in relation to taking an adverse action relating to a consumer application.
7. License Fee
7.1. Customer will pay all Fees to Accuity as set out in the Order Form, together with applicable value added tax or other sales tax, in the manner provided in the Order Form.
7.2. Should Customer dispute any portion of an invoice, Customer shall promptly notify Accuity of all such disputes, in sufficient detail so Accuity may reasonably assess and respond to the dispute, and pending resolution of the dispute Customer agrees to pay all undisputed portions of any invoice.
7.3. Accuity may suspend access to, and use of, all Licensed Materials until all undisputed portions of any outstanding invoice has been paid in full. Upon payment of undisputed past due invoices, Accuity will reinstate the use of the Licensed Materials. If applicable, Accuity reserves the right to levy a charge for reinstatement.
7.4. If Accuity learns, whether pursuant to an audit or otherwise, that Customer has exceeded the relevant Scope of Use or otherwise breached the License, then in addition to any other remedies that Accuity may have, including the right to suspend access to and use of all Licensed Materials, Customer shall pay to Accuity the applicable Fees proportionate to such excess use and Customer agrees to amend the Order Form to reflect actual usage.
8. Limitation of Liability; Indemnification
8.1. Neither Party shall be liable to the other for any special, incidental, indirect and/or consequential damages of any kind, even if it has been advised of the possibility of such damages.
8.2. In no event will the aggregate liability of either Party, direct or otherwise, arising out of or in connection with the Order Form exceed the total amount of Fees paid to Accuity by Customer for the directly preceding twelve (12) month period, regardless of the cause or form of action. The existence of more than one claim in relation to any of the Licensed Materials or claims under more than one part of the Order Form shall not enlarge or extend this limit. Customer releases Accuity from all obligations, liability, claims or demands related to the Licensed Materials in excess of the limitation provided for in this section.
8.3. The limitations in this section do not apply to the obligation to pay Fees, breach of a party’s intellectual property or a breach of the License granted herein.
8.4. Accuity agrees to defend, indemnify and hold Customer harmless, and at Accuity’s option, settle an unaffiliated third party’s valid claim of infringement or misappropriation of a patent, copyright or trademark asserted against Customer arising from Customer’s authorized use of the Licensed Materials (a “Claim”), provided: (i) the Licensed Materials are used as provided by Accuity and in accordance with these Terms and Conditions; (ii) Accuity is given prompt, written notice of any Claim; (iii) Accuity is given the right to control and direct the investigation, defense and settlement of each Claim; and (iv) Customer reasonably cooperates with Accuity, at Accuity’s expense, in connection with the foregoing and makes no admission or offer of settlement without the prior written consent of Accuity. These obligations may not extend, at Accuity’s sole discretion, to Claims when related to: (i) a Customer modification of the Licensed Materials; or (ii) Customer’s use of the Licensed Materials in combination with any other product or service not furnished or authorized by Accuity.
8.5. Should the Licensed Materials become, or in Accuity’s opinion is likely to become, the subject of a Claim, Customer shall permit Accuity, at Accuity’s option and expense, and as Customer’s sole and exclusive remedy: (i) to procure for Customer the right to continue using the Licensed Materials; (ii) to replace or modify the same so that they become non-infringing; or (iii) to grant Customer a refund of the unused portion of the fees paid by Customer in relation to the relevant Licensed Materials.
9.1. All information disclosed (by whatever means, and whether directly or indirectly on before or after the date of the Order Form) by either party (the “Disclosing Party”) (or the Disclosing Party’s Affiliates, subcontractors, agents, consultants or employees) to the other Party (the “Receiving Party”) (or the Receiving Party’s subcontractors, agents, consultants or employees), which relates to the Disclosing Party’s or its Affiliates’ business, including any information of a confidential nature relating to the products, operations, processes, plans, intentions, product information, market opportunities or business affairs of the Party or its Affiliates, contractors, suppliers, customers or clients, regardless of form, shall be treated as confidential and proprietary information (“Confidential Information”) of the Disclosing Party.
9.2. The obligations of confidentiality contained in this section do not apply to information which is: (i) known to the Receiving Party at the time of disclosure; (ii) received from a third party who is not bound by an obligation of confidentiality; (iii) through no fault of Receiving Party generally known to third parties; (iv) independently internally developed by the Receiving Party; or (v) required to be disclosed by Law, by a court of competent jurisdiction or by an authoritative regulatory body or stock exchange provided that, if legally permitted to do so, the Receiving Party gives the Disclosing Party notice of the disclosure and (a) consults with the Disclosing Party as to how any disclosure of Confidential Information may be minimized; and (b) cooperates with the Disclosing Party in its attempts to minimize the disclosure.
9.3. Confidential Information may be shared with the Receiving Party’s employees, Affiliates, attorneys, advisors, agents, contractors and service providers, provided they have a need to know the Confidential Information and the Receiving Party shall procure they: (i) keep confidential the Confidential Information of the Disclosing Party using no less than a reasonable degree of care; (ii) not disclose the Confidential Information of the Disclosing Party to any person, other than in accordance with this Agreement unless it first obtains the written consent of the Disclosing Party; and (iii) not use the Disclosing Party’s Confidential Information other than as authorised by this Agreement or the Disclosing Party.
9.4. If the Receiving Party or the Receiving Party’s representatives breach this section, the Disclosing Party shall be entitled to seek compensation, injunctive relief and/or specific performance.
10. Data Protection
10.1. The terms “controller”, “data subject”, “personal data”, “personal data breach”, “processing”, and “processor” will have the meanings ascribed to them in the Data Protection Laws, and where the relevant Data Protection Laws use the term ‘data controller’ or ‘data processor’, they shall be read as controller and processor, respectively. “Data Protection Laws” means all data protection laws and regulations, including those of the United Kingdom (“UK”), Switzerland, European Economic Area (“EEA”) and the European Union (“Union”), applicable to the processing of personal data under this Agreement, including the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) from May 25, 2018.
10.2. Customer recognises that, in the process of accessing and using the Licensed Materials, it and the Authorised Users will supply personal data. Customer represents and warrants that it and the Authorised Users have complied with all applicable obligations under the Data Protection Laws in supplying personal data to Accuity, including providing any required notices and obtaining any required consent and authorisation for Accuity’s processing such personal data, and that it is responsible for its decisions and actions concerning the use and other processing of the personal data:
(a) To the extent Accuity acts as a processor of personal data on Customer’s behalf, Accuity will process such personal data in accordance with the Data Protection Laws and, as of May 25, 2018, the GDPR Data Processing Addendum attached hereto as Schedule 1 (“DPA”).
(b) Customer acknowledges and agrees that the Services Accuity provides may include: (i) compiling statistical and other information related to the performance, operation and use of the Licensed Materials, and (ii) use data in aggregated and/or anonymized form for security and operations management or for research and development purposes or other business purposes, provided that such information and data will not identify or serve to identify Customer or any data subject.
(c) Where the Licensed Materials provide analysis and insight, Customer alone will be responsible for any decisions it may take using insights from the Licensed Materials as one of several factors, and that therefore Customer will be responsible for compliance with any requirements under Articles 21 or 22 GDPR in so far as they might arise as well as for responding to any requests from any data subject (subject to Clause 4 of the DPA).
11.1 The Term of the Order Form shall begin on the date noted (the “Effective Date”) and unless specifically provided shall continue until terminated in accordance with these Terms and Conditions, but in no event shall continue more than ten (10) years from the Effective Date.
11.2 Unless otherwise provided in the Order Form, the Term shall automatically renew on each annual anniversary date thereafter for a period or time equal to the Term (“Renewal Term”). Either party may cancel in writing a Renewal Term if notice is provided to the other party within sixty (60) days prior to the start of that Renewal Term.
11.3. The Order Form may be terminated by either party before the expiration of any Term on written notice if the other Party: (i) breaches any confidentiality or non-disclosure obligation; (ii) breaches any other material term or condition and fails to remedy the breach within thirty (30) days after receiving notice or said breach; (iii) becomes the subject of any voluntary or involuntary proceeding for bankruptcy or any insolvency proceeding; or (iv) ceases to be actively engaged in business.
11.4. This Agreement may be terminated immediately by either Party without liability in the event the other Party, any permitted beneficiary or any Authorised User under this Agreement, is listed on any sanctions regimes of the European Union, United Kingdom, United Nations or United States of America’s regulatory authorities.
11.5. For the avoidance of doubt, in the event of termination for any reason, no prepaid fees shall be refunded to Customer.
11.6. Upon termination of the Order Form for any reason, Customer shall: (i) discontinue all use of the terminated Licensed Materials; (ii) destroy all terminated Licensed Materials; (iii) purge all copies (backup or otherwise) of the terminated Licensed Materials; (iv) destroy all Accuity Confidential Information; and (v) provide written certification to Accuity by an officer or equivalent of Customer that the Licensed Materials and Confidential Information have been destroyed, deleted or otherwise purged.
11.7 Customer may keep relevant extracts of the Licensed Materials as required for Regulatory Purposes (“Stored Material”). For the sake of clarity, Stored Material may be retained for the sole purpose of evidencing as part of an audit that appropriate verification and identification procedures were performed as required by Law in relation to the inquiries carried out by Customer using the Licensed Materials (“Regulatory Purposes”). Customer may retain the Stored Material for such period as required by applicable Law. The Stored Material may be shown to, and copies thereof provided to, agencies of federal and state governments having jurisdiction to the extent required by applicable Law and Customer shall use reasonable commercial means to require the confidential treatment of the Stored Material that is disclosed. Stored Material may not be accessed or used for any other purposes. Upon termination of any Order or this Agreement in its entirety, subject to the exceptions listed herein, Accuity shall: (a) delete or destroy all of Customer’s Confidential Information; and (b) provide written certification by an officer or equivalent to Customer that the Confidential Information has been destroyed, deleted or otherwise purged. The obligations to destroy or delete Confidential Information do not apply to back up tapes or similar sources of stored data, which by their nature make deletion or destruction impractical (“Backup Data”). It is expressly understood by both parties that Backup Data will be deleted, destroyed or purged pursuant to each party’s relevant data retention policies and Backup Data may not be used for any purpose other than Regulatory Purposes.
12.1. The Order Form and all disputes arising out of or related thereto (whether in contract, tort or otherwise) will be governed by and construed in accordance with the laws of the State of New York. The Parties irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or related to this Agreement. The Parties irrevocably submit to (i) the personal jurisdiction of any state or federal court sitting in New York, New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection with this Agreement, and (ii) agree that all claims with respect to such suit, action or proceeding, whether arising under contract, tort or otherwise, shall be brought, heard and determined exclusively in the federal court of the Southern District of New York (provided, that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state or federal court sitting in New York, NY).
12.2. Customer may not assign or transfer its interest, rights or obligations in or under the Order Form by written agreement, merger, consolidation, operation of law, or otherwise, without Accuity’s prior written consent, which consent may not be unreasonably withheld. Any attempt to assign by Customer without consent shall be null and void.
12.3 The Order Form and these Terms and Conditions override or supersede any prior promises, representations, understandings, agreements or arrangements oral or written, express or implied, between the parties at any time relating to the supply of the Licensed Materials and no alteration or amendment shall be effective unless made in writing and signed by a duly authorised signatory of Customer and Accuity.
12.4. Failure by Accuity to exercise or enforce any rights, or the giving of any forbearance, delay or indulgence, shall not be construed as a waiver of its rights under the Order or otherwise.
In the event the Licensed Materials purchased via an Order Form include Online Lookup Tools, the following additional Terms and Conditions apply:
Third Party Data Terms and Conditions applicable for Bankers Almanac, Due Diligence Repository, Credit Risk and sortingcodes.co.uk
1. S.W.I.F.T. SCRL
BIC data used with permission of S.W.I.F.T. SCRL, database rights reserved, 2014
2. VocaLink Limited
UK Clearing Code information contained in this product is obtained from the Extended Industry Sorting Code Directory (EISCD) provided by VocaLink Limited. All property rights (including, but not limited to, intellectual property rights) of the EISCD, Sorting Code, and Sorting Code Data are vested in UK Payments Administration Limited, which it holds on behalf of its Member Institutions.
3. Fitch Ratings
Some of the information contained within the Service is supplied by Fitch Ratings (“Fitch Information”).
Copyright © 2014 by Fitch, Inc., Fitch Ratings Ltd. (“Fitch”) and its subsidiaries. All of the Fitch Information is based on information obtained from issuers, other obligors, underwriters, and other sources which Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of any such information. As a result, the Fitch Information in this report is provided “as is” without any representation or warranty of any kind. A Fitch rating is an opinion as to the creditworthiness of a security. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed, suspended, or withdrawn at anytime for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of Great Britain, or the securities laws of any particular jurisdiction.
4. Moody’s® Ratings
Some of the information contained within the Service is supplied by Moody’s Analytics, Inc (“Moody’s Information”).
© 2014, Moody’s Analytics, Inc. and its licensors (“Moody’s”). Moody’s ratings and other information (“Moody’s Information”) are proprietary to Moody’s and/or its licensors and are protected by copyright and other intellectual property laws. Moody’s Information is licensed to Accuity by Moody’s. MOODY’S INFORMATION MAY NOT BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.
Moody’s® is a registered trademark.
All Moody’s Information furnished pursuant to this Agreement is obtained by Moody’s from sources believed by it to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, all Moody’s Information is provided “AS IS” without warranty of any kind, and MOODY’S, IN PARTICULAR, MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO CUSTOMER OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH MOODY’S INFORMATION.
Under no circumstance shall Moody’s have any liability to Customer or any other person or entity for (a) any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Moody’s or any of its directors, officers, employees or agents, or Licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Moody’s Information, or (b) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR COMPENSATORY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF MOODY’S SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, IN EITHER CASE CAUSED BY, RESULTING FROM OR RELATING TO THE USE OF, OR INABILITY TO USE, ANY MOODY’S INFORMATION. Without limiting the foregoing, in no event shall the total liability of Moody’s licensors in the aggregate to Customer arising from this Agreement (based on any cause of action whatsoever) exceed the fees actually paid by Customer for Moody’s Information within the twelve (12) month period immediately preceding the date upon which the relevant claim accrued.
Customer agrees and acknowledges that the Moody’s Information is and shall remain the valuable intellectual property owned by, or licensed to, Moody’s and that no proprietary rights are being transferred to Customer in such materials or in any of the information contained therein. Customer agrees that misappropriation or misuse of such materials shall cause serious damage to Moody’s and that in such event money damages may not constitute sufficient compensation to Moody’s; consequently, Customer agrees that in the event of any misappropriation or misuse, Moody’s shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Moody’s may be entitled.
Moody’s Investors Services, Inc. (“MIS”) hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for the appraisal and rating services rendered by it fees ranging from $1,500 to $2,400,000. Moody’s Corporation (“MCO) and its wholly-owned credit rating agency subsidiary, MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody’s website at www.moodys.com under the heading “Shareholder Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”
Customer expressly agrees, on behalf of itself and its Authorised Users that it permits to use any Information (“User”), that (a) the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the Moody’s Information are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (b) the Moody’s Information will be weighed solely as one factor in any investment decision made by or on behalf of Customer or any User, and (c) it will accordingly make its own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling.
5. Standard & Poor’s Ratings
Some of the information contained within the Service is supplied by Standard & Poor’s Financial Services LLC a subsidiary of The McGraw-Hill Companies, Inc (“S&P Information”).
Copyright © 2014 by Standard & Poor’s Financial Services LLC (“S&P”) a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved.
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