Last Updated: April 21, 2021
Your use of Commercial Exchange ("Website") is subject to all terms of this End User License Agreement ("EULA") between You and Moody's Analytics, Inc. ("Moody's")
This EULA (including all amendments posted on the Website) is the entire agreement relating to your use of the Website, and supersedes all prior, current, and future oral and written communications, proposals, and representations regarding the Website and the use of any feature thereof.
Moody's may change, from time to time, the Website. Moody's may elect to, but is not obligated to, introduce, or grant different grades of service, different degrees of access to information and/or analysis, or introduce new features in version 1.0 and future versions of the Website which may change functions, limit access to information and/or analysis, and introduce new or revised security restrictions at any time without prior notice, at Moody's sole discretion, and without making any of the above available to you without liability to Moody's and its affiliates. You agree to bear all risks and hold Moody's and its affiliates harmless for any and all effects that any of the above changes may have on your ability to use the Website for any purpose. Moody's may limit, create different priorities for different users, update, and/or cancel some or all of the functions of the Website at any time, without prior notice. By continuing to use the Website after notice of any change is posted on the Website, you signify your consent to all such changes, including but not limited to all changes to this EULA.
If you do not accept all terms of this EULA you are not authorized to access or use, and must exit, the Website. By entering and using the Website, you indicate that you accept this EULA and that you agree to be bound by it. Your breach of this EULA constitutes an immediate revocation of your authority to access or use the Website.
2. Membership; Subscriptions. Moody's may grant you limited access to the Website; however, certain portions of the Website may be available only if you open an account (your "Account") by completing a registration process requiring that you provide current, complete, and accurate information as prompted by the registration process on the Website, which you represent is accurate and complete in all respects and that you are over age eighteen (18), and paying any and all amounts due on or before their due dates. You are responsible for keeping your Account name and password confidential, and are responsible for any and all activities that occur under your Account. You agree to notify Moody's immediately of any unauthorized activity regarding your Account and any other misuse of the Website of which you are aware. You shall, and hereby do, release, waive and discharge Moody's from any liability or responsibility for any loss that you may incur as a result of someone else using your Account, either with or without your knowledge. If you registered for a subscription, your subscription will continue and will renew automatically unless terminated by us in accordance with this EULA or until you notify us of your decision to terminate your subscription by emailing us at email@example.com. The appropriate annual, monthly or similar periodic fee for your subscription will be billed automatically at the beginning of each renewal period, unless you cancel your subscription before the renewal period begins. You agree to pay all fees and charges incurred in connection with your username and password (including any applicable taxes) at the rates in effect when the charges were incurred. You agree to pay all amounts due on demand. In the event we have to collect unpaid amounts you owe us, you will be liable for all attorneys' and collection agency fees. You may cancel all subscriptions, including monthly subscriptions or annual renewals, at any time, but no refund will be made for unused subscription periods.
3. Software License. Moody's grants you a non-exclusive license to use only specified portions and functions the Website strictly in accordance with all terms of this EULA, which license Moody's may terminate at any time without notice if Moody's believes a violation of this EULA has occurred. You shall ensure that no third person uses your Account at any time, and that your Account is only used for your benefit.
4. Limitations of License. MOODY'S AND ITS AFFILIATES AND SUPPLIERS MAKE NO, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE AVAILABILITY OR RELIABILITY OF THE WEBSITE OR THE INFORMATION YOU OR OTHER USERS PLACE ON THE WEBSITE. MOODY'S AND ITS AFFILIATES AND SUPPLIERS MAKE NO, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED) ABOUT THE SUITABILITY OF THE WEBSITE OR THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE WEBSITE FOR ANY PURPOSE. THE WEBSITE AND ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. MOODY'S, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES REGARDING THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. MOODY'S MAKES NO WARRANTY THAT: (i) THE SITE WILL BE PROVIDED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (ii) THE SITE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (iii) THE SITE WILL MEET YOUR REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE REMEDIES SET FORTH IN THESE TERMS ARE YOUR SOLE AND EXCLUSIVE REMEDIES.
IN NO EVENT SHALL MOODY'S, ITS AFFILIATES, AND/OR THEIR RESPECTIVE LICENSORS, SPONSORS, SUPPLIERS AND THE EMPLOYEES, DIRECTORS, SHAREHOLDERS, OFFICERS AND AGENTS OF ANY OF THE FOREGOING, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE WEBSITE OR ANY INFORMATION THEREON, OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF ANALYSIS, OR OTHER PECURSIORY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR THE FAILURE TO PROVIDE SUPPORT FOR, OR RESOLVE ANY SUPPORT ISSUES REGARDING, THE WEBSITE, EVEN IF MOODY'S, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ANY CASE MOODY'S ENTIRE LIABILITY UNDER ANY PROVISION OF THE EULA SHALL BE LIMITED TO THE AGGREGATE AMOUNT YOU HAVE PAID, OR WHICH HAS BEEN PAID ON YOUR BEHALF TO, MOODY'S DIRECTLY FOR ACCESS TO THE WEBSITE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5. No Unlawful Or Prohibited Use. As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by this EULA.
6. Links To Third-Party Sites. The Website may contain hyperlinks to websites operated by parties other than Moody's. Such hyperlinks are provided for your reference only. Moody's does not control such websites and is not responsible for their contents. Moody's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
- 7.1 You agree that any and all information you, or anyone on your behalf, places on the Website (“Content”) shall at all times be:
- 7.1.1 Accurate in all respects to your then knowledge and belief;
- 7.1.2 Corrected promptly by you when any new or revised data or information is available to you or your agents;
- 7.1.3 Authorized in writing to be placed on the Website by all owners of the property.
- 7.1.4 Lawfully placed in the Website and in any of Moody's hardware and software;
- 7.1.5 Accessed, used, and distributed strictly in accordance with all terms of this EULA.
- 7.1.6 Formatted and within the type, size and other limits as described in the Website, which Moody's reserves the right to modify, including without limitation the number of days that data will remain within the Website, the frequency with which data must be updated by you or will be withdrawn from the Website by Moody's, and the volume of data which you may store on the Website at any one time.
- 7.2 You will abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with the Website and agree not to use the Website or any feature, aspect, or data in, a part of, or from the Website to:
- 7.2.1 Post or send any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
- 7.2.2 Harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent;
- 7.2.3 Transmit through or post on the Website any unlawful, harassing, libelous, abusive, torturous, defamatory, threatening, harmful, invasive to another's privacy, vulgar, obscene, pornographic, or otherwise objectionable material of any kind or nature, or which is harmful to minors in any way;
- 7.2.4 Transmit any material which may infringe upon any intellectual property or other rights of any person including without limitation trademark, copyright, or right of publication in any form or format.
- 7.2.5 Transmit any material that you are aware contains a software virus or viruses, or other harmful or objectionable computer code, files, program, routine such as Trojan horses, worms, time bombs, cancel bots, or popups.
- 7.2.6 Interfere with or disrupt servers, networks, hardware, software, or users connected to, using, or a part of the Website, or violate the licenses, policies, procedures, or regulations of such.
- 7.2.7 Attempt to gain unauthorized access to the Website, other accounts, computer systems, networks, or users connected to or using the Website, through password mining or any other means.
- 7.2.8 Harass or interfere with another user's use or enjoyment of the Website and any of that or other user's data on the Website.
- 7.3 You are responsible for any and all Content. You shall indemnify, defend. and hold Moody's, its affiliates, licensors, suppliers and sponsors, and their respective shareholders, directors, officers, employees, and agents, harmless from and against any and all alleged or actual claims, causes of action, suits, proceedings, liabilities, damages, fees (including attorney’s fees), costs, or expenses arising from or relating to Content.
- 7.4 All Content placed on the Website shall be accessible by Moody's at all times, and may be revised by Moody's to conform to all the Website requirements, although Moody's is under no obligation to reformat any data and shall not be liable to you or any other person for any data or revisions thereto.
- 7.5 You hereby authorize the Website and Moody's to place cookies and other files on your computer's hard drive or other storage medium to assist the Website in limiting access to only authorized users and recording authentication information for the duration, activities, and content of each session on the Website.
- 7.6 You are responsible for any and all activities that occur under your Account, and must log off and exit from your Account at the end of each session of use. You shall send Moody's notice immediately upon you being aware or suspicious of any unauthorized use of the Website by any person.
- 7.7 In accordance with and within the privacy and other limitations then set forth in the Website, you authorize Moody's full access to any information regarding you, your Account, any information you place on the Website, all cookies and other information, the use of any and all data on the Website. Notwithstanding the above, Moody's will not disclose any information regarding any user or the use of any and all data in the Website without your prior permission except to its affiliates, licensors or sponsors, or in accordance with the Website, this EULA, or as may be required by law or lawful process.
- 7.8 You shall, and hereby do, grant Moody's and its assigns a worldwide, non-exclusive, irrevocable, perpetual, fully-paid, royalty-free, sublicensable (through multiple tiers), and transferable right and license to use, reproduce, modify, resize, adapt, prepare derivative works of, reference, distribute, perform, display, publish, and otherwise exploit any Content.
- 7.9 Should Moody's reasonably suspect that any Content is untrue, inaccurate, not current, or incomplete, Moody's has the right to suspend or terminate your access to the Website and all data thereon, and may restore access to the Website and any data thereon, in Moody's sole and absolute discretion, after any and all defaults have been cured to Moody's satisfaction.
8. Limitations on Use.
- 8.1 You agree that when using the Website, you shall NOT do any of the following:
- 8.1.1 Copy any portion of the Website, other than property data you have been authorized to access, for any purpose.
- 8.1.2 Copy any portion of the Website for transmission or use, directly or indirectly on any computerized electronic exchange other than the Website, excepting only that portion of data on the Website that you uploaded to the Website through your Account only.
- 8.1.3 Grant access to any portion of your Account to any person other than an individual acting solely on your behalf and for your benefit only.
- 8.1.4 Access, or attempt to access, any other person's Account or any portion of the Website which was not specifically granted by this EULA.
- 8.1.5 Transfer, rent, lease, grant a security interest in, or otherwise encumber in any way any portion of the Website or any of your rights to access or use the Website, whether through this EULA or otherwise.
- 8.1.6 Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- 8.1.7 Publish, post, distribute, or disseminate any defamatory, infringing, obscene, indecent, or unlawful material or information.
- 8.1.8 Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- 8.1.9 Upload files that you know contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- 8.1.10 Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
- 8.1.11 Falsify the origin or source of software or other material contained in a file that is uploaded.
- 8.1.12 Advertise or offer to sell any goods or services or conduct or forward surveys, contests, or chain letters.
- 8.1.13 Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner.
- 8.2 You acknowledge that all information you may place on the Website are public, and not private communications. Further, you acknowledge that all information, pictures, analysis, postings, conferences, and other communications by other users are not endorsed by Moody's or its affiliates, and such communications shall not be considered reviewed, screened, or approved by Moody's or its affiliates. Moody's reserves the right for any reason to remove, without notice, any information received from any user or others, including, without limitation, information, pictures, or analysis as to any one or more properties you or others have posted to the Website. Moody's reserves the right to deny in its sole discretion any user access to this Website or any portion thereof without notice.
You may only access the Site for your bona fide personal use. You may not use the Site for the purpose of competing with Moody's or to assist in the reverse engineering of Moody's products or services. You may not commercially exploit the Site or any part of its content (whether by reproduction, retransmission, dissemination, sale, broadcast, circulation, republication, amendment, re-delivery using “framing” or similar technology or otherwise). Any use of any on-line communication features of this Site may only be used for lawful purposes and you may not post or transmit any material which is objectionable (whether harmful, threatening or otherwise); Moody's reserves the right (but without the obligation or any liability) to prohibit or remove any such material.
9. Support. Moody's shall provide only online technical support in its reasonable discretion. That technical support shall not include any aspect of your computer's hardware, software, configurations, means of gaining access to the internet, ability to browse the internet, or ability to access any facet or portion of the Website.
10. Force Majeure. The Website contains functionalities and services that allow sending, delivering or receiving information between users, which may be relayed or carried through Moody's, public, third parties' or other networks, systems, servers, websites or applications (e.g. telephone and cellular networks, email servers etc.) ("Third Parties' Network"). The Third Parties' Networks are not controlled by Moody's in any way and Moody's shall not be responsible for the performance, availability, functionality, quality or reliability of any of the Third Parties' Networks or the information sent, delivered, relayed, carried or received through the Third Parties' Networks. Notwithstanding anything herein, Moody's does not warrant or guarantee that the information sent, relayed, carried or delivered through these Third Parties' Networks will reach its destination or its correct address or recipient or that the details of the recipient or sender are correct or accurate. Moody's shall not be liable for, and excused from, any failure to deliver or perform, or for any delay in delivery or performance, due to causes beyond its reasonable control, after exercising its best commercially reasonable efforts to remedy any such failure or delay, including without limitation any government actions, fire, work stoppages, civil disturbances, interruptions of power or communications to Moody's or any facilities used by or for Moody's, failure of internet, hosting, telecommunications, or other services to Moody's or facilities used by or for Moody's, natural disasters, acts of God, or acts of terrorism or war.
11. Export Rules. You agree that no portion of the Website, nor any information thereon, will be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this EULA.
12. Governing Law. This EULA, including (without limitation) any disputes relating to the content on the Website, whether in contract, tort, statute or otherwise, are governed by the laws of the State of New York, without reference to its conflict of law principles and without regard to the U.N. Convention on Contracts for the International Sale of Goods.
13. Dispute Resolution. THIS PARAGRAPH CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE THE RIGHT TO A COURT HEARING OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW CAREFULLY. Any dispute, controversy or claim arising out of or relating to this ELUA, including any disputes relating to the Materials on Site, whether in contract, tort, statute or otherwise, shall be finally resolved by arbitration. 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. The arbitration shall be conducted by one arbitrator in English and in accordance with the International Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The place of the arbitration shall be New York, New York. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine. Notwithstanding the foregoing, if you bring a claim subject to arbitration, MOODY'S, if so requested by you, will pay the cost of fees and deposits imposed upon you by the American Arbitration Association or other arbitrator to the extent that such cost exceeds the amount you would have had to pay as filing fees and initial court costs if you had filed suit in a court of competent jurisdiction. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in New York for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, MOODY'S may seek preliminary injunctive relief from a court of law in the event of a breach by you of this EULA.
14. Severability. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms. If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the EULA shall continue in effect. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
15. Modification Of These Terms And Conditions. Moody's reserves the right to change the terms, conditions, and notices under this EULA by posting any change on the Website.
- 16.1 You agree that no joint venture, partnership, employment, or agency relationship exists between you and Moody's as a result of this EULA or your use of the Website.
- 16.2 Moody's performance under this EULA is subject to existing laws and legal process, and nothing contained in this EULA is in derogation of Moody's right to comply with law enforcement requests or requirements relating to your use of this Website or information provided to or gathered by Moody's with respect to such use.
- 16.3 Without regard to any statute or law to the contrary, any claim or cause of action arising out of or related to the Site or these Terms will be filed within one year after such claim or cause of action arose, or be forever barred.
- 16.4 The failure of Moody's to exercise or enforce any Term will not constitute a waiver of such Term. If any Term is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
- 16.5 You can report abuse of these Terms to firstname.lastname@example.org.
17. Sanctions Compliance. You warrant you are familiar with, have complied with, and will comply, in all respects, with the laws and regulations regarding the offering of unlawful or improper inducements (including the U.S. Foreign Corrupt Practices Act, as amended, and other anti-corruption and anti-bribery laws). You warrant that neither you, nor any entity on whose behalf you are acting, is owned or controlled by, nor do you or such entity own or control, directly or indirectly, a person or entity that is (i) on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.K. Consolidated Financial Sanctions List maintained by Her Majesty’s Treasury; or (ii) subject to country sanctions imposed by the U.S. Government for any reason, including but not limited to being organized or headquartered in or a governmental entity of a country or territory subject to such sanctions (currently Crimea, Cuba, North Korea, Iran, and Syria). Additionally, you, or the entity on whose behalf you are acting, warrant that you or such entity do not intend to and will not knowingly supply or use the Website to or for the benefit of any of the foregoing. You agree to notify Moody's if these circumstances change. For purposes of this provision, "owned" and "own" mean an interest of 50 percent or more and "control" means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management. If you breach this Section, in addition to any other rights or remedies Moody's may have, Moody's may immediately terminate your access to the Website and any affected subscriptions.
18. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Website infringe your copyright, you (or your agent) may send Moody's a notice requesting that Moody's remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Moody's a counter-notice. Notices and counter- notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent by mail to: Legal Department (DMCA Notices), 405 Howard Street, Suite 300, San Francisco, CA 94105; by email to email@example.com; or by fax to +1-415-874-6809. You may contact Moody's DMCA Agent by phone at +1-415-874-6000. Moody's suggests that you consult your legal advisor before filing a notice or counter-notice.
19. Contact Information.
If you would like to contact Moody's regarding this EULA, please contact:
- Legal Department
- Moody’s Corporation
- 7 World Trade Center at 250 Greenwich Street
- New York, NY 10007
- Phone: +1-212-553-1653
- E-mail: firstname.lastname@example.org
If you choose to contact Moody's via e-mail regarding this EULA, respectively, please mark the subject heading of your e-mail “EULA.”
PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
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