Trial Subscription Online Terms

The following Trial Subscription Online Terms (“Online Terms”) will govern Subscriber’s (as defined in an applicable Trial Subscription Request Form (“Trial Form”)) access to and use of the Services(s) detailed in an applicable Trial Form (the Online Terms and the Trial Form are herein collectively referred to as the “Agreement”). By accessing the Service(s), Subscriber accepts and agrees to be bound by the terms and conditions of the Agreement. 

In consideration of the mutual promises and covenants hereinafter contained, the parties hereby agree as follows:

1. ACCESS TO INFORMATION.

A. Grant of Access to Information. Subject to the terms of the Agreement, SPGCI grants to Subscriber a non-exclusive, revocable, royalty-free, non-transferable, limited license to access and use solely within Subscriber’s own information technology systems: (i) SPGCI’s proprietary products and services that the Subscriber licenses from SPGCI on a trial basis (the “Service(s)” identified in the Trial Form and incorporated herein (such products and services, together with the information contained in the Services including any content generated by AI (as defined in Section 1.E.1 below), the “Information”), and (ii) SPGCI’s delivery platform for use in connection with the Services, in each case only for Subscriber’s own internal evaluation of the suitability of the Information for its internal business purposes (the “Permitted Purpose”) and only through its Authorized Users, solely as set forth in the Agreement. “Authorized User” means a full-time employee or full-time contractor of Subscriber working at the Subscriber’s place(s) of business and acting under Subscriber’s control, in each case: (i) in the ordinary course of Subscriber’s business, (ii) that accesses the Information through the Subscriber’s own information technology systems, (iii) subject to the restrictions set forth in the Agreement, as well as an appropriate confidentiality undertaking in writing, and (iv) who is authorized by SPGCI to access the Information.  Subscriber is responsible for notifying all Authorized Users of its obligations hereunder and ensuring compliance by its Authorized Users with the terms and conditions of the Agreement.

B. Scope of License. Subscriber shall use the Information solely for the Permitted Purpose, and not for any other purpose including without limitation any commercial purpose unless and until the parties enter into a separate appropriate agreement. Subscriber shall not provide access to the Information or any portion thereof to any person (either within or outside the company), firm or entity other than an Authorized User, including, without limitation, any affiliate. Only those Authorized Users who are expressly named in the Trial Form shall have access to or use of the Information. Subscriber may request SPGCI to increase the number of Authorized Users and SPGCI may, in its sole and absolute discretion, agree to such increase and may impose additional conditions or restrictions in connection with such a change.

C. Restrictions on the Use of the Information. All access to and use of all of the Information licensed hereunder shall be subject to the restrictions stated in the Agreement.  Save and except as permitted under Section 1.E.2, Subscriber shall not have the right to create any derivative work from the Information and Subscriber shall not publish, display, reproduce, distribute, disclose and/or otherwise make available, externally or internally, the Information or any component or portion thereof in any manner (including, but not limited, via or as part of any web site or other display) without an additional license. Subscriber shall not modify, reverse engineer, disassemble or decompile the Information; and shall not use any Information or generate any Derived Data or Output that could be used; in a manner which could be a substitute for the Information, or which competes with and/or is otherwise comparable to the Information or the Services, including without limitation the creation of price assessments or price indices. Unless Subscriber has a license to a Market Data Package which includes Market Data corresponding to the Market Data contained in Subscriber’s Market Insights, Subscriber is prohibited from: (i) scraping or otherwise extracting prices or any other Market Data from Market Insights (as defined below); (ii) inputting or loading any Market Data from Market Insights into Subscriber’s internal network configuration or IT systems (except where Subscriber inputs or loads its entire Market Insights package into Subscriber’s internal network configuration or IT systems as required for delivery by API or via third party platforms); (iii) using any Market Data from Market Insights as a substitute for a license to a Market Data Package; (iv) downloading, storing, databasing or reproducing in any manner any Market Data that is incorporated into the Market Insights (except where Subscriber downloads, stores, databases or reproduces Subscriber’s entire Market Insights package as required for delivery by API or via third party platforms); or (v) creating Derived Data (as defined below) from the Market Data contained in the Market Insights.   In addition, Subscriber:  (i) will not collect or attempt to collect Information that Subscriber does not have a right to access pursuant to the Agreement; (ii) will not engage in any screen scraping, use any spider or other automatic data collection method, or any other type of data collection or acquisition method; and (iii) will use reasonable procedures and care in accessing any SPGCI servers or databases, in each case so as not to attempt to or actually disrupt or impair any SPGCI servers or databases, or breach their security.  “Derived Data” shall mean data created as a result of combining, processing, changing, converting or calculating the Information or any portion thereof with other data. “Market Insights” means SPGCI’s news and analysis (including without limitation the Market Data contained therein); forecasts; fundamental data; analytical tools and AI Ready Data (as defined in Section 1.E.2). “Market Data” means SPGCI’s price assessments, bids, offers, trades, structured and unstructured heards, and forward curves, and the history of such price assessments, bids, offers, trades, structured and unstructured heards, and forward curves. “Market Data Package” means an SPGCI market data package, risk market data package or such other data package specified by SPGCI from time to time.

D. Restrictions on Use of the Information in Financial Products. Subscriber acknowledges and agrees that Subscriber will not use the Information or any data contained therein to create any financial products or instruments, including without limitation: (i) indices or baskets; (ii) futures, options on futures, forward contracts, notes, warrants, or contracts that trade on an exchange, quasiexchange, or other trading execution facility, or (iii) over the counter derivatives; in each case without first entering into a separate appropriate license agreement with SPGCI.

E. Artificial Intelligence.

1. Prohibition of Use of AI. Except as otherwise specifically provided in Section 1.E.2 below, Subscriber shall not use Information in or in connection with any artificial intelligence in any way, including, without limitation, to develop, train, analyze, create any data, material or derivative outputs from, or otherwise as an input into, or to feed artificial intelligence models or systems, whether for internal or external use.

2. To the extent Information contains AI Ready Data as set forth in the Trial Form (“AI Ready Data”) and notwithstanding anything contrary in the Agreement, SPGCI grants Subscriber a non-exclusive, non-transferable, revocable, limited right during the Term, to use AI Ready Data in the Permitted AI for the Permitted Purpose (and not for training the Permitted AI) and subject to the terms and conditions below:

(i) Subscriber shall host the Permitted AI and Outputs on its own information technology systems or on third party hosted platforms (provided that no third party has the ability to access or is given access to the Permitted AI, Input and/or Output on such platforms); and 

(ii) To the extent AI Ready Data contains Market Data, under no circumstances is the Subscriber licensed or granted the right to extract or use Market Data from AI Ready Data in connection with any Permitted AI or artificial intelligence model. 

3. For the avoidance of doubt, references to “Information” in the Agreement (other than Infringement Indemnity of the Online Terms, as applicable) shall include Outputs.

4. “Output” means data, analysis or material created through the use of AI Ready Data (other than Market Data) as inputs (“Input”) into the Permitted AI. “Permitted AI” means a system that: (i) is intended to generate data and respond to textual inputs with textual responses, produce textual insights, or make language-based predictions or recommendations; and (ii) specifically uses large language models (LLM) and retrieval-augmented generation (RAG) for natural language processing.

2. DELIVERY/ACCESS. Subscriber may access the Information using the platforms and methods made available by SPGCI or its third-party platform providers (such platforms and methods subject to revision by SPGCI on notice to Subscriber), and only in accordance with the limitations and restrictions set forth in the Agreement.  Subscriber shall hold and cause all of its Authorized Users to hold any passwords/user IDs issued by SPGCI or by Subscriber in connection with access to the Information in strict confidence, and Subscriber shall instruct all Authorized Users of their obligations in this regard.  Subscriber shall not permit the sharing of user IDs or passwords, or simultaneous access to the Information via the same user ID or password.  SPGCI shall not be liable or otherwise responsible for any of the following:  (i) the procurement, installation or maintenance of any equipment on which the Information is accessed by Subscriber; (ii) any communications connection by which the Information is transmitted; (iii) any communication delays or interruptions of the Information; (iv) the transmission to Subscriber of the Information; or (v) any fees payable by Subscriber for any communication lines, to any third-party network operator (a “Network Operator”) or to any other person, firm or entity. 

3. THIRD PARTY AGREEMENTS AND INFORMATION.

A. Subscriber acknowledges that the Information may contain information that is provided to SPGCI by third-party Suppliers (as defined below).  If Subscriber wishes to receive any Information that contains content or other intellectual property provided either:  (i) by any third-party supplier(s) or (ii) via any third-party platform provider, in each case including, but not limited to, any exchanges, and data and/or software providers or licensors, and Network Operators (such content licensors, third-party platform providers, and Network Operators are collectively “Suppliers”) and such Suppliers require SPGCI’s customers who receive such content to sign an agreement directly with such Suppliers, in such event Subscriber shall enter into separate agreements with any such Suppliers and Subscriber shall agree to be bound by and comply with all conditions, restrictions, or limitations imposed in such agreements.  In the event that Subscriber declines to enter into any such agreement with a Supplier or to comply with the obligations of such agreement, Subscriber acknowledges and agrees that: (i) SPGCI’s obligation to provide Information containing content from or provided via such Suppliers would cease; and (ii) in such event, SPGCI would bear no liability for suspending or terminating the provision of such Information to Subscriber.  In addition, Subscriber agrees to indemnify and hold harmless SPGCI, its affiliates and their Suppliers from and against any and all losses, costs, claims, damages, expenses and liabilities (including, but not limited to, reasonable legal expenses and court costs) and/or penalties as any Supplier(s) may impose, arising out of any breach or alleged breach by Subscriber of its obligations under this Section 3 or any failure to comply with the contractual requirements of, or other obligations imposed on Subscriber by, any Supplier(s).

B. Subscriber agrees that any Supplier of any portion of the Information may enforce its rights against Subscriber as an intended third-party beneficiary of the Agreement, even though such Supplier is not a party to the Agreement.

C. Subscriber’s right to receive and use those portions of the Information pursuant to licenses or access granted to SPGCI by any Suppliers is subject to automatic modification, termination or discontinuation without liability on the part of SPGCI if such licenses or access are modified, terminated or discontinued by such Supplier.

4. TERM/TERMINATION.

A. Term; Renewal.  The Agreement shall commence on the Effective Date set forth in the Trial Form and shall continue in effect up to the end date of the trial specified therein (“Term”), unless terminated earlier pursuant to the Agreement.

B. Events of Termination.

1. Breach.  In the event of a breach by Subscriber of any term or provision of the Agreement, SPGCI may terminate the Agreement by giving the Subscriber five (5) days’ prior written notice thereof, notwithstanding any and all other remedies SPGCI may have under the Agreement, at law or in equity.

2. Bankruptcy/Insolvency. Either party may terminate the Agreement upon written notice to the other if the other party is adjudicated as bankrupt or insolvent or if a petition in bankruptcy or winding up is filed by or against the other party or if the other party makes an assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy or insolvency.

3. Discontinuation of SPGCI Service. If SPGCI decides for any reason to discontinue offering or providing the Information or a portion thereof, on a trial basis, SPGCI may without liability to Subscriber, terminate the Agreement (or a portion thereof) that relates to such discontinued Service(s).

4. Additional Grounds for Termination.  SPGCI shall have the right to terminate the Agreement, effective immediately, if SPGCI is required to do so to comply with sanctions or other applicable law, regulation or decision of any applicable regulatory body.

C. Post-Termination Obligations. Upon expiration of the Term or termination of the Agreement, Subscriber shall immediately cease all use of the Information and Subscriber shall expunge the Information and any portion thereof, including any copies thereof, from all of Subscriber’s electronic or other systems and records in Subscriber’s possession or control.  At SPGCI’s request, a senior officer of Subscriber shall promptly certify to SPGCI in writing that Subscriber has fully complied with these requirements.

5. FEES AND CHARGES. In consideration for Subscriber entering into the Agreement and complying with its terms and conditions, the license under the Agreement to use the Information for the Permitted Purpose is granted free of charge by SPGCI to the Subscriber.

6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.  SPGCI, ITS AFFILIATES AND ALL OF THEIR SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE INFORMATION, INCLUDING THE SERVICE(S), INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE.

INCLUDING THE SERVICE(S), INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE.

NEITHER SPGCI, NOR ITS AFFILIATES OR THEIR SUPPLIERS GUARANTEE THE ADEQUACY, ACCURACY, AVAILABILITY, TIMELINESS OR COMPLETENESS OF THE INFORMATION OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (WHETHER IN ELECTRONIC OR OTHER FORMAT), WITH RESPECT THERETO.  SPGCI, ITS AFFILIATES AND THEIR SUPPLIERS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, INTERRUPTIONS OR DELAYS IN THE INFORMATION.  THE INFORMATION AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND SUBSCRIBER’S USE OF THE INFORMATION IS AT SUBSCRIBER’S OWN RISK.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IN NO EVENT WHATSOEVER SHALL SPGCI, ITS AFFILIATES OR THEIR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS, TRADING LOSSES, BUSINESS INTERRUPTION LOSSES, OR LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

SPGCI, ITS AFFILIATES AND THEIR SUPPLIERS SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST SUBSCRIBER BY THIRD PARTIES.  IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF SPGCI, ITS AFFILIATES, AND THEIR SUPPLIERS IN CONNECTION WITH THE INFORMATION AND/OR THE AGREEMENT, REGARDLESS OF THE FORM(S) OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF $100 USD.  NOTHING IN THE AGREEMENT SEEKS TO LIMIT OR RESTRICT LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.

NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE AGREEMENT OR THE INFORMATION MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

7. TRACKING AND COMPLIANCE.

A.  To the extent that the Information is delivered to Subscriber via email, SPGCI may incorporate tracking mechanisms to enable SPGCI to determine whether restrictions on use are being violated.  Such tracking mechanisms shall allow SPGCI to collect information about whether the Information distributed by SPGCI to Authorized Users via e-mail is forwarded to other e-mail addresses and to determine the IP address or other information regarding such other destination e-mail addresses.  SPGCI reserves the right to use such IP address or other e-mail address information to enforce SPGCI’s rights in the event it believes unauthorized redistribution of the Information has occurred.  In addition, SPGCI may deploy any digital rights management technology at its disposal to prevent the Subscriber from any misuse or unauthorized distribution of the Information.  Subscriber shall, at SPGCI's request, promptly provide a written certification by a senior officer that Subscriber is in full compliance with any Authorized User and other license restrictions set forth in the Agreement.  In the event that Subscriber accesses the Information via a third-party distributor: (i) Subscriber acknowledges and agrees that such third-party distributor may share with SPGCI, information regarding Subscriber’s use of the Information and Services, including but not limited to statistics regarding Subscriber’s use of the Information and Services; and (ii) SPGCI may use information obtained by SPGCI from such third party distributor to verify access to and use of the Information by Subscriber.  Subscriber agrees to cooperate fully with SPGCI in reconciling any disparities in Authorized User counts or other licensing disparities revealed by such verification procedure.

8. SPGCI’S PROPRIETARY RIGHTS/INJUNCTIVE RELIEF.

A. All rights (including copyrights, trade secrets, database rights and trademark rights) in the Information and Services, including all information, data, price assessments, analytics, analyses, indices, benchmarks, symbology, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of SPGCI, its affiliates and their Suppliers.  Subscriber acknowledges that the Information and Services is compiled, prepared, revised, selected, coordinated, and arranged by SPGCI, its affiliates and/or their Suppliers through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the Information constitutes the valuable intellectual property of SPGCI, its affiliates and their Suppliers.  Subscriber shall take all precautions that are reasonably necessary to:  (i) prevent access to the Information or any component thereof by any individual or entity that is not an Authorized User other than distributions expressly permitted under the Agreement; (ii) prevent any unauthorized distribution or redistribution of the Information, either internally or externally; (iii) protect the copyrights, trade secrets, database rights, trademarks and other proprietary rights of SPGCI, its affiliates and their Suppliers in the Information, including, but not limited to, any contractual, statutory, or common-law rights, during and after the term of the Agreement; and (iv) provide notice to SPGCI of any suspected unauthorized access or use of the Information.  Subscriber shall honor and comply with all reasonable requests made by SPGCI to protect the rights of SPGCI, its affiliates, and their respective Suppliers in the Information.  No rights are granted to Subscriber with respect to the Information other than those expressly set forth in the Agreement. Except as otherwise specifically provided herein and therein, SPGCI reserves all rights to the Information that are not expressly licensed hereunder and thereunder, and the Agreement shall not be construed to transfer to Subscriber any right to, or interest in, the Information, or in any copyright, trademark or other proprietary right pertaining thereto.

B. Copying of, use of, access to or distribution of the Information or any information, data or software contained therein in breach of the Agreement shall cause SPGCI, its affiliates and/or their respective Suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages.  SPGCI, its affiliates and their Suppliers may enforce any breach of the Agreement by Subscriber by means of seeking equitable relief (including, but not limited to, injunctive relief and temporary and preliminary injunctive relief) in addition to any and all other rights and remedies that may be available, without the need to prove irreparable harm, or post a bond or other security.  In the event SPGCI has reasonable grounds to believe Subscriber is violating the terms and/or conditions set forth in the Agreement, SPGCI shall have the right to immediately suspend, without notice to Subscriber, and at SPGCI’s sole election, delivery of, or Subscriber’s access to, the Information, and/or any individual account/login.

C. If SPGCI or Subscriber wishes to use and distribute any promotional or other materials referring to the other party, its services or marks, the party desiring to use such material shall, before using it, submit such material to the other party for review and written approval, which review and written approval shall not be unreasonably delayed, withheld or conditioned.

D. Subscriber:  (i) will not participate, or assist or encourage others to participate, in a denial-of-service attack against, or any activity intended to interfere with or disrupt access to, any SPGCI databases, websites or servers; and (ii) will not exceed the default throttle limits (two API calls per second and 5000 API calls per day), or limits that have been customized by SPGCI based on Subscriber’s requirements, if applicable, in each case for each API key that has been provisioned.  If SPGCI believes that Subscriber has violated this provision, whether intentionally or inadvertently, in addition to all other rights and remedies that SPGCI has under the Agreement or applicable law, SPGCI shall have the right, exercisable at SPGCI’s sole discretion, to suspend immediately Subscriber’s access to the SPGCI databases, websites, servers and the Information.

E. Subscriber shall at all times maintain security systems and procedures no less stringent than those which it applies to its own confidential or sensitive data and/or systems to prevent any unauthorized access to, misuse of, or disruption to the Services or to its or SPGCI’s systems. These shall include, at a minimum: (a) establishing and maintaining all reasonable procedures and systems to allow for the proper delivery of data in accordance with the Agreement, and to ensure that the Services are accessible only by Authorized Users and protected from unauthorized third-party access, misuse, damage or disruption; (b) promptly giving written notice to SPGCI of any unauthorized access to or misuse of the Services, SPGCI’s systems or Subscriber’s systems of which it is aware, including reasonable detail of the security breach and the measures taken to cure it; (c) maintain and enforce security procedures to ensure the confidentiality of Subscriber’s information and the Services; (d) maintain an information security program aligned to a recognized industry best-practice (e.g. ISO/IEC 27001) that controls to protect against accidental or malicious threats; (e) apply reasonable controls to prevent, detect, and respond to malicious software or cyber security attacks; and (f) maintain and communicate to all of such party’s personnel, and contractors as appropriate, its information security and privacy program.  Each party shall use commercially reasonable efforts in the form of antivirus software protection to prevent the Services from being infected with any virus or worm.

9. CONFIDENTIALITY.  Subscriber shall not use or disclose any Trade Secrets or Confidential Information (as defined below) provided by SPGCI, other than in connection with the performance of its obligations or the enforcement of its rights under the Agreement.  This obligation shall apply: (i) with respect to Trade Secrets, throughout the Term and thereafter in perpetuity; and (ii) with respect to Confidential Information, throughout the Term and continue for three (3) years thereafter.

For purposes of the Agreement:

(i) “Trade Secret” means any and all information, whether or not in tangible form, belonging to or licensed by SPGCI, which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can obtain economic value from its disclosure or use and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the generality of the foregoing, Trade Secrets shall include, but are not limited to, studies, results, reports, price lists, product costs, product strategies, technical or nontechnical data, formulae, techniques, drawings, designs, processes, financial data, financial plans, product plans, marketing plans, advertising plans, lists of actual or potential customers or suppliers, and related items.

(ii) “Confidential Information” means (a) all information relating to the authorization,  preparation, negotiation, execution, delivery, administration, and performance of the Agreement, including, without limitation, the terms, conditions, and existence hereof (except to the extent necessary to enforce the terms of the Agreement); and (b) all information, whether communicated orally or in writing, which is confidential or proprietary information of SPGCI and has been marked by SPGCI as such, or in respect of which the Subscriber has received from SPGCI specific written notice of its proprietary and confidential nature; provided, however, that Confidential Information shall not include information that:  (A) is or becomes generally available or known to the public, other than as a result of any disclosure by the Subscriber or any of its representatives in violation hereof; (B) is or becomes available to the Subscriber on a non-confidential basis from any source other than SPGCI or any of its representatives, other than any source that the Subscriber or any of its representatives knows or should know is prohibited by a legal, contractual, or fiduciary obligation to SPGCI from disclosing such information; (C) is or becomes required to be disclosed pursuant to the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended, as the case may be, or the rules and regulations thereunder, or any other applicable regulation; or (D) is independently developed by the Subscriber provided that such independent development can reasonably be demonstrated by contemporaneous written records thereof.

10. INDEMNIFICATION.  Subscriber shall indemnify and hold harmless SPGCI and its Suppliers from and against any and all costs, claims, damages, expenses and liabilities (including, but not limited to, reasonable legal expenses and court costs) arising from any breach of the Agreement; and its use of the Information.

11. ASSIGNMENT/CHANGE OF CONTROL.  Subscriber may not assign or transfer (including, but not limited to by operation of law) the Agreement in part or as whole without the prior written consent of SPGCI, in particular the Subscriber may not delegate any of its obligations hereunder, and any attempted assignment or transfer shall be null and void and shall constitute a material breach of the Agreement.

12. MISCELLANEOUS. The Agreement represents the entire agreement between the parties hereto in respect of its subject matter and supersedes all previous agreements, representations, discussions, understandings or writings between the parties with regard to its subject matter.  There are no oral or written collateral representations, agreements or understandings.  If Subscriber is an existing customer of SPGCI and has signed SPGCI’s master subscription agreement (the “Existing Agreement”), the Existing Agreement shall supersede the Agreement with respect to all Services licensed under such Existing Agreement.  The Trial Form accepted by Subscriber shall form an integral part of the Agreement and shall incorporate therein the terms and conditions of these Online Terms.  In the event any conflicts between the English language version of the Agreement and any translations hereof, the English language version shall prevail.  The provisions and terms of any purchase order or other agreement (including any online terms as part of the required procurement process) shall be of no effect and shall not in any way extend or amend the terms and conditions set forth in the Agreement.  Such Subscriber-issued purchase orders are for Subscriber’s internal administrative purposes only, and are not binding on either party, even if acknowledged, executed, or processed on request of Subscriber. The parties agree that only electronic copies of the Agreement shall be maintained and that such electronic copies are valid, enforceable and admissible.   SPGCI shall have no responsibility or liability for any delays or interruptions in or failures of its performance under the Agreement beyond its control, including, but not limited to, acts of nature, acts of governmental authority, fire, acts of war, terrorism, flood, strikes, disease, epidemics, pandemics, severe or adverse weather conditions, power failures or communications line or network failures.  No amendment of the Agreement shall be binding upon the parties unless in writing and signed by authorized representatives of SPGCI and Subscriber.  No waiver of any term or condition of the Agreement shall be effective unless agreed to in writing by the party making the waiver.  If any term or condition hereof is found by a court, administrative agency or jurisdiction to be unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.  No action taken by either party shall constitute or be deemed to constitute that such party is the agent of the other, or imply that the parties intend to constitute a partnership, joint venture, or other form of association in which either party may be liable for the acts or omissions of the other.  The Agreement and all claims arising out of or relating to the Agreement or the Information shall be interpreted, construed and enforced in accordance with the applicable federal laws of the United States and the laws of the State of New York without giving effect to the conflicts of laws provisions thereof.  The parties hereto and their successors and assigns consent to the exclusive jurisdiction of any courts located in the State of New York, County of New York, for the resolution of any disputes arising from or related to the Agreement or the Information, and waive any claim of inconvenient forum.  Sections 1.C, 1.D, 1.E (excluding 1.E.2), 3, 4.C, 6, 7, 8, 9, 10, 12 and 14 shall survive any termination or expiration of the Agreement.

13. COMPLIANCE WITH LAW.

A. General.  Subscriber covenants that it shall, during the entire period of the Agreement, comply with all applicable laws and regulations including but not limited to all anti-corruption, economic sanctions, and anti-money laundering laws and regulations of the United States and other jurisdictions that are applicable to Subscriber.  Subscriber agrees that it will not engage in, and represents that it is not currently engaged in, the operation of any unlawful transactions or business and that it will not use or permit anyone to use the Information for any unlawful purpose, and that it will not cause any person, including SPGCI, to violate any applicable laws, including sanctions.  Nothing in the Agreement shall be construed to mean that SPGCI or Subscriber is required to take any action that SPGCI determines, in its sole discretion, to be contrary to, or prohibited by, any applicable economic sanctions, or otherwise in violation of any applicable laws or regulations.  In the event that SPGCI determines in its sole discretion that performing one or more of its obligations under the Agreement would be prohibited by any such laws, SPGCI’s failure to perform such obligations shall not constitute a breach of the Agreement by SPGCI, and SPGCI shall not be liable to Subscriber or any third party for any damages arising as a result of SPGCI’s failure to perform such obligations.

B. Sanctions.

Definitions. “Restrictive Measures” means all economic or financial sanctions, trade embargoes, or export controls imposed, administered or enforced from time to time by authorities such as and including the following: the Government of the United States, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the European Union, and the Government of the United Kingdom. “Comprehensive Restricted Location” means a jurisdiction or territory that is the subject of Restrictive Measures, including Cuba, Iran, North Korea, Syria, and the Crimea, Luhansk, and Donetsk regions of Ukraine insofar as such regions or countries remain subject to Restrictive Measures.

Restrictive Measures. As of the Effective Date and except as identified in the Disclosures Attachment, Subscriber represents, warrants, and agrees that Subscriber: (i) is not the subject of Restrictive Measures that would prohibit Subscriber from receiving any Information or Services under the Agreement; (ii) is not directly or indirectly, individually or in the aggregate 50% or more owned or controlled by any individual or entity that is the subject of Restrictive Measures; (iii) is not located in or organized under the laws of a Comprehensive Restricted Location, an agency or instrumentality of an entity that exercises any governmental authority in a Comprehensive Restricted Location, owned or controlled by any person that is located or resident in or organized under the laws of a Comprehensive Restricted Location; (iv) will not export, reexport, share, disclose or retransfer any goods, software, technology, Information, or Services received under the Agreement in violation of any Restrictive Measures; and (v) will neither distribute nor redistribute, (nor permit or facilitate a third party, through action or inaction, to distribute or redistribute) the Services to, nor use the Services in furtherance of its business with, any person or transaction subject to Restrictive Measures or located, organized, or resident in, a Comprehensive Restricted Location without the prior written consent of SPGCI. As of the Effective Date, no entity 50% or more owned or controlled by a direct or indirect parent of SPGCI is the subject of Restrictive Measures. As long as the Agreement is in effect, Subscriber will promptly notify SPGCI if any circumstances arise that materially change the representations and warranties set forth above.

Provision of the Services.  SPGCI shall have the right to suspend without liability to Subscriber the performance of or terminate the Agreement, if SPGCI determines, in its sole discretion, that such suspension or termination is required by SPGCI to comply with applicable law or SPGCI corporate policy, or that Subscriber has breached any of the representations or covenants contained in this Section 13.B. 

C.  Data Protection.  SPGCI’s provision of the Information, as well as Subscriber's access to and use of the Information, are subject to the terms of the S&P Global Commodity Insights Data Protection Appendix as set forth at https://www.spglobal.com/commodityinsights/plattscontent/_assets/_files/pdfs/data_protection_appendix.pdf, which terms are incorporated into and made a part of the Agreement and are subject to modification by SPGCI from time to time.

14. NOTICES.  All notices and other communications required to be given under the Agreement shall be in writing and shall be deemed to have been duly delivered (a) if delivered by hand or by a widely recognized overnight delivery service (with evidence of the delivery date), or (b) if sent by prepaid post or certified mail, with acknowledgment by the receiving party as of the date received, or (c) if sent by email, on the date of transmission (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered; in each case addressed as follows or to such other address as either party shall specify in a written notice to the other:

No notice hereunder shall be given or made by facsimile.

15. COMMENCEMENT OF DELIVERY OF INFORMATION. Subscriber acknowledges and agrees that the terms of the Agreement shall apply to Subscriber as soon as delivery of such Information to Subscriber begins, provided that SPGCI will not be bound by any changes made by Subscriber to the terms and conditions of the Agreement until an authorized officer of SPGCI has agreed to such changes in writing.

Trials Subscription Online Terms 01 July 2025 (Revised)