This web site (“Site”) is owned and operated by Moody's. These Terms of Use (“Terms of Use”) contain the terms, covenants, conditions, and provisions upon which you (also referred to herein as “User”) may access and use this Site and the content, including (without limitation) the ratings and other opinions, displayed on the Site. These Terms of Use are current as of December 16, 2009.
By using this Site, you acknowledge that you have read these Terms of Use, understand them, and agree to be bound by their terms and conditions. You also hereby acknowledge that you have read and understand the Privacy Policy and consent to Moody’s use of your Personal Data set out therein (including, with respect to Users resident in the European Union, the transfer of your Personal Data outside the European Economic Area). If you do not agree to these Terms of Use or the Privacy Policy, you should not use this Site. If you register with this Site, the user agreement you enter into as part of that registration process will, rather than these Terms of Use, govern your use of this Site.
Terms and Conditions
1. Grant of License. These Terms of Use provide you with a personal, revocable, non-exclusive, non-transferable license to use the Site conditioned on your continued compliance with the terms and conditions of these Terms of Use. You may, on an occasional and irregular basis, print and download materials and information on a Website solely for personal and non-commercial use, or, only to the extent permitted by an Other Agreement (defined below), for internal business use, provided that you do not obscure, alter, remove or delete any copyright or other proprietary notices contained in such materials and information. With the exception of the foregoing and except as otherwise expressly permitted herein, you may not modify, create derivatives of, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, “deep link”, “scrape”, data mine, or otherwise use any information or material obtained from or through a Website. Further, you may not post any content from a Website to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of Moody’s. You warrant to Moody’s that you will not use a Website for any purpose that is unlawful or prohibited by these Terms of Use, including but not limited to attempting or actually (i) disrupting, impairing or interfering with a Website, (ii) collecting any information about other users of a Website, including passwords, accounts or other information, or (iii) systematically extracting data contained in a Website to populate databases for internal or external business use.
2. Intellectual Property Rights. All material contained on the Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. The Site, its content, layout and design are the exclusive property of Moody’s or its licensors and, except as expressly provided herein, Moody’s does not grant any express or implied right in any such materials to you. The contents of the Site are © 2009, Moody's Investors Service, Inc. and/or its affiliates. All rights reserved. In particular and without limitation, Moody’s owns copyright in the Site as a collective work and/or compilation, any and all databases accessible on the Site, and in the selection, coordination, arrangement, and enhancement of the content of the Site. Moody’s, Moody’s Investors Service, the M Circle Logo, and all other names, logos, and icons identifying Moody’s and/or Moody’s products and services are proprietary marks of Moody’s or its licensors. Third party product and company names mentioned herein are the trademarks of their respective owners.
3. Privacy Policy. Please see Moody’s Privacy Policy for a summary of Moody’s personal data collection and use practices with respect to the Site. By using the Site, you consent to Moody’s collection and use of personal data as outlined therein.
4. Password Policy. Your use of certain portions of the Site requires a password. As part of the registration process, you must select a member name and password and provide Moody’s with accurate, complete and up-to-date information. Anyone with knowledge of your password can gain access to the restricted portions of the Site and the information available to you. Accordingly, you must keep your password secret. By agreeing to these Terms of Use, you agree to be solely responsible for the confidentiality and use of your respective password, as well as for any communications entered through a Website using your password. You will also immediately notify Moody’s if you become aware of any loss or theft of your Password or any unauthorized use of your password. Moody’s reserves the right to delete or change a password at any time and for any reason.
5. Assumption of Risk. You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While Moody’s has endeavored to create a secure and reliable website, please be advised that the confidentiality of any communication or material transmitted to/from a Website over the Internet cannot be guaranteed. Accordingly, Moody’s and Moody’s licensors and suppliers are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Moody’s and Moody’s licensors and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site.
6. Enforcing Security. Actual or attempted unauthorized use of any of the Website may result in criminal and/or civil prosecution. For your protection, Moody’s reserves the right to view, monitor, and record activity on the Site without notice or further permission from you, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site. Moody’s will also comply with all court orders involving requests for such information.
7. Links to Other Websites. Moody’s may provide links, in its sole discretion, to other websites on the World Wide Web for your convenience in locating related information and services. These websites have not necessarily been reviewed by Moody’s and are maintained by third parties over which Moody’s exercises no control. Accordingly, Moody’s expressly disclaims any responsibility for the content, the accuracy of the information, the quality of products or services provided by or advertised on and/or software downloaded from these third party websites. Moreover, these links do not imply an endorsement of any third party or any website or the products or services provided by any third party.
8. Events Beyond Moody’s Control. You expressly absolve and release Moody’s and Moody’s licensors and suppliers from any claim of harm resulting from a cause beyond their control, including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
9. Disclosures. Moody’s hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s have, prior to assignment of any rating, agreed to pay to Moody’s 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, Moody's Investors Service (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."
10. DISCLAIMERS. Moody’s obtains all information furnished on the Site from sources believed by it to be accurate and reliable. You expressly agree that (a) the credit ratings and other opinions provided via the Site are, and will be construed solely as, statements of opinion and not statements of fact as to credit worthiness or recommendations regarding credit decisions or decisions to purchase, hold or sell any securities or endorsements of the accuracy of any of the data or conclusions, or attempts to independently assess or vouch for the financial condition of any company; (b) each rating or other opinion will be weighed, if at all, solely as one factor in any investment or credit decision made by or on behalf of you; and (c) you will accordingly make your own study and evaluation of each credit decision or security, and of each issuer and guarantor of, and each provider of credit support for, each security or credit that you may consider purchasing, holding, selling, or providing. The credit ratings and other opinions provided via the Site do not take into account your personal objectives, financial situation or needs. You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters. Because of the possibility of human and mechanical error as well as other factors, the Site and all related materials, products, services and information are provided on an "as is" and as available basis without representation or warranty of any kind, and MOODY'S AND ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SITE OR ANY RELATED MATERIALS, PRODUCTS, SERVICES OR INFORMATION. Moody’s makes no representation that materials on the Site are appropriate or available for use in any particular locations, and access to them from territories where any of the contents of a Website are illegal is prohibited. If you choose to access a Website from such locations, you do so on your own volition and are responsible for compliance with any applicable local laws. You agree and acknowledge that no oral or written information or advice given by Moody’s or any of its employees or agents in respect to the Site shall constitute a representation or a warranty unless such information or advice is incorporated into these Terms of Use by a written agreement. FURTHER, THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON A WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THERE MAY BE TIMES WHEN A WEBSITE OR ITS CONTENTS ARE UNAVAILABLE. MOREOVER, MOODY’S MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE SITE OR TO THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES DESCRIBED ON THE SITE AT ANY TIME, FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON THE SITE.
UNDER NO CIRCUMSTANCES WILL MOODY’S OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF MOODY’S OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE EXTENT PERMITTED BY LAW, MOODY’S AND ITS LICENSORS AND SUPPLIERS DISCLAIM LIABILITY FOR ANY DIRECT DAMAGES BASED ON YOUR USE OF A WEBSITE AND ITS CONTENT.
IN ANY EVENT, THE AGGREGATE LIABILITY OF MOODY’S AND ITS LICENSORS AND SUPPLIERS FOR ANY REASON WHATSOEVER RELATED TO USE OF ANY WEBSITE AND ITS CONTENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY THE USER FOR SERVICES PROVIDED VIA SUCH WEBSITE PURSUANT TO THESE TERMS OF USE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) U.S. $100.
11. Indemnity. You agree to indemnify and hold harmless Moody’s, its licensors and suppliers, all of their affiliates, and all of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals' fees and court costs) arising out of any third party claims based on or related to your use of the Site or any breach by you of these Terms of Use.
12. Submissions. Moody’s also welcomes your feedback and suggestions about how to improve a Website. Any ideas, suggestions, information, know-how, material, or any other content (collectively, “Submissions”) received through a Website, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Moody’s to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. You hereby waive any claim to the contrary.
13. Event Participation. You may register for any Moody’s hosted event (including briefings and teleconferences) from the “Events Page” located on a Website. If you are not already entitled to participate in a given Moody’s hosted event free of charge (for example, because you are a Moody’s research client and such event is included in your subscription fee), you may be required to pay the posted fee for each event you choose to attend at the time of registration, whether you self-register online, or a Moody’s employee registers you at your request by telephone or e-mail.
14. Governing Law. These Terms of Use, including (without limitation) any disputes relating to the content the Site, whether sounding in contract, tort, statute or otherwise, is 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.
15. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to these Terms of Use, including any disputes relating to the content of Site, whether sounding in contract, tort, statute or otherwise, shall be finally resolved by arbitration. 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. 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.
16. Term, Termination, Amendments. These Terms of Use will take effect when you first commence using the Site. Moody’s reserves the right at any time and for any reason to deny you access to the Site or any portion thereof. Termination will be effective without notice. Please note that Moody’s reserves the right to change the terms and conditions of these Terms of Use upon notice, which may be given by Moody’s posting such change on the Site, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of Moody’s. Your continued use of a Website following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms of Use. You agree that notice of changes to these Terms of Use on the Site, delivered by email, or provided in any other reasonable way constitutes reasonable and sufficient notice.
17. Waiver. Failure to insist on strict performance of any of the terms and conditions of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by Moody’s of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
18. Nature of Relationship / Severability. No joint venture, partnership, employment, or agency relationship exists between you and Moody’s as a result of these Terms of Use or your utilization of a Website. If any provision of these Terms of Use is held unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use shall continue in full force and effect.
19. Entire Agreement/Reservation of Rights. Your rights to use certain material available on or through a Website may be subject to separate written agreements with Moody’s (“Other Agreements”). Particular pages or features of a Website with content supplied by Moody’s or its licensors may have different or additional terms ("Special Terms"), which will be disclosed to you when you access those pages or features, and by accessing or using such pages and features, you will be deemed to have agreed to the applicable Special Terms. If there is a conflict between these Terms of Use and the Special Terms, the Special Terms will govern with respect to such pages or features or content. In the event of a conflict between these Terms of Use and one or more Other Agreements, the terms of such Other Agreement(s) shall govern and control. . With the exception of any Special Terms and Other Agreements, these Terms and Conditions and Moody’s Privacy Policy represent the entire agreement between you and Moody’s with respect to your use of and material available on or through the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Moody’s with respect to the Site. Any rights not expressly granted herein are reserved.
20. CUSIP Database. 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 Service Bureau ("CSB") 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. Any use by you outside of the clearing and settlement of transactions requires a license from CSB, along with an associated fee based on usage. You agree that misappropriation or misuse of such materials will cause serious damage to CSB and ABA, and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, you agree that in the event of any misappropriation or misuse, CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CSB 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 except in connection with the normal clearing 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 itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CSB.
NEITHER CSB, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO YOU ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CSB, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CSB, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY YOU FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CSB AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
You agree that the foregoing terms and conditions shall survive any termination of your rights of access to the materials identified above.
21. Australia. Any publication into Australia on this Site is by Moody’s affiliate Moody’s Investors Service Pty Limited ABN 61 003 399 657, which hold Australian Financial Services License no. 336969. By continuing to access, browse or use this website from within Australia, you represent to Moody’s and its affiliates that you are, or are accessing the Site as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate any content from this Site to “retail clients” within the meaning of section 761G of the Corporations Act 2001.
22. Acknowledgement and Agreement. By using this Site, you acknowledge that you have read these Terms of Use, understand them, and agree to be bound by their terms and conditions. You also hereby acknowledge that you have read and understand the Privacy Policy and consent to Moody’s use of your Personal Data set out therein (including, with respect to Users resident in the European Union, the transfer of your Personal Data outside the European Economic Area). If you would like to contact Moody’s regarding these Terms of Use or the Privacy Policy, 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: privacy@moodys.com
If you choose to contact Moody’s via e-mail regarding these Terms of Use or the Privacy Policy, respectively, please mark the subject heading of your e-mail “User Agreement Inquiry” or “Privacy Inquiry”. 