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These Terms of Use (“Terms of Use”) apply to S&P Global Inc. and its affiliates, which you have a contract with or which provide services to you, (collectively or individually, as applicable, referred to as "S&P Global", "Company" "we", "our", "us").

By accessing and using any of S&P Global’s websites including any connected mobile application or version thereof (each a "Site"), you agree to be legally bound by these Terms of Use  and you represent that you have the legal capacity to be bound by these Terms of Use.  The terms "you" and "User" refer to anyone who accesses a Site.

These Terms of Use contain terms, conditions, covenants and provisions upon which you may access and use a Site and all content, including, without limitation, text, ratings, opinions, photographs, video, audio, graphics, tools, analytics, functionality, products and information (collectively, the “Content”) displayed and/or otherwise contained on a Site.  If at any time you do not agree with the Terms of Use, you will stop accessing and/or using the Site(s) and the Content.  Each Site and the Content contained therein is the exclusive property of S&P Global or its suppliers.

Notwithstanding anything in the Terms of Use to the contrary, your rights to use certain material available on or through each Site may be subject to separate written license agreements with S&P Global (“Other Agreements”).  In the event you have an Other Agreement to access all or any portion of a Site, including any separately entitled sections of a Site, then the Other Agreement, rather than these Terms of Use, will govern your use of such Site.  In the event of a conflict between your Other Agreement and these Terms of Use, the terms and conditions in the Other Agreement shall prevail.

Any attempt by you to modify these Terms of Use is expressly rejected by S&P Global and shall have no force or effect regarding your use of a Site.  S&P Global may change these Terms of Use at any time without notice. Changes will be posted on each Site under "Terms of Use".  Your access and use of a Site after any changes have been posted will constitute your agreement to the modified Terms of Use and any changes.  Therefore, you should read these Terms of Use from time to time to be aware of any such changes.

 1.  USE OF THE SITE(S)

S&P Global grants you a personal, revocable, non-exclusive, non-transferable, limited license to access and use the Site(s) and the Content conditioned upon your compliance with these Terms of Use. The Site(s) and the Content contained therein may be used solely for viewing, ad hoc non-commercial use.

You may not license, sublicense, transfer, sell, resell, publish, reproduce and/or otherwise redistribute a Site, including the Content or any component thereof in any manner (including, but not limited to, via or as part of any Internet site).  You may not a) use the Content or any portion of the Site as part of any intranet or other internal network; b) create archival or derivative works based on the Content or any portion thereof; or c) modify, reverse-engineer, disassemble, decompile or store any Content or any portion of the Site.  You may not use a Site or any Content contained therein, in whole or in part in any manner that either competes or is intended to compete with S&P Global or its affiliates, including without limitation, any distribution of any Content or a derivative work based thereon.  You may not use a Site for any illegal purpose or in any manner inconsistent with these Terms of Use.  S&P Global may discontinue or change a Site and any the Content contained therein, or their availability to you, at any time without notice.  S&P Global is not under any obligation to update any Content following publication on a Site. The terms of these Terms of Use will survive any such discontinuation.

 2.  INTELLECTUAL PROPERTY RIGHTS AND UNLAWFUL USE

All proprietary rights (including, but not limited to, copyrights, trade secrets, database rights, trademark rights, rights to trade names, service marks and other product and service names and logos) contained within a Site and any and all Content, including, but not limited to, all information, data, ratings and ratings symbology, software, products and documentation contained or included therein, are and shall remain the sole and exclusive property of S&P Global and its suppliers.  Each Site and any and all Content contained herein is protected by copyright in addition to other intellectual property laws.  Any of the trademarks, service marks or logos (collectively, the "Marks") displayed on a Site may be registered or unregistered marks of S&P Global or others.  Nothing contained on a Site shall be construed as granting any license or right to use any of the Marks displayed on the Site absent the express written permission of S&P Global or a third party owner of such Marks.  You agree to honor all reasonable requests by S&P Global or its suppliers to protect and preserve their respective proprietary interests in each Site and any and all Content contained therein.  Each Site and the Content are compiled, prepared, revised, selected and arranged by S&P Global and its suppliers through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and each Site and any and all Content constitute valuable intellectual property of S&P Global and its suppliers.  Copying of, use of, access to or distribution of a Site or any Content contained therein in breach of these Terms of Use may cause S&P Global and/or its suppliers irreparable injury that cannot be adequately compensated for by means of monetary damages.  Any breach hereof by you may be enforced by S&P Global or its suppliers by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.  Any actual or attempted illegal or unauthorized uses of a Site, the Marks or any Content are strictly prohibited and may result in criminal and/or civil prosecution.

 Export Restrictions.  S&P Global does not in any manner warrant or represent that the materials on a Site, including any Content contained therein, are appropriate or available for use in any particular location.  If you choose to access a Site including any Content therein, you do so on your own initiative and you are responsible for compliance with all applicable laws.

Committee on Uniform Security Identification Procedures of the American Bankers Association (“CUSIP”).  You agree and acknowledge that the CUSIP database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor’s CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein.  You agree that misappropriation or misuse of such materials will cause serious damage to CGS and ABA and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, you agree that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.  You agree that you shall not publish or distribute in any medium the CUSIP database or any information contained therein or summaries or subsets thereof to any person or entity.  Your only use of the CUSIP numbers and descriptions shall be in connection with the internal trading and settlement of security transactions.  You further agree that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for yourself or any third-party recipient of such materials and is not intended to create and does not serve in any way as a substitute for any products and services distributed by CGS.  All use by you of the CUSIP database and the information contained therein is expressly subject to the disclaimers and limitations set forth herein.  In the event you have a direct agreement with CGS, such agreement shall control your use of the CUSIP database and/or any information contained therein.

NOTE: For your protection, S&P Global reserves the right to view, monitor, and record activity on the Site in accordance with S&P Global's Privacy Policy and Cookie Notice, to the fullest extent permitted by applicable law.  S&P Global hereby reserves the right to discontinue access to a Site either with or without notice if S&P Global has a reasonable basis to believe that a User is accessing or using any Content in violation of these Terms of Use, in addition to any other available rights and remedies.

 3.   ANTI-HACKING PROVISIONS

 You expressly agree not to:

- use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data-mining," "computer code" or any other automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of a Site, any Content found on or accessed through a Site, or any User Content without the prior express written consent of S&P Global;

- obtain or attempt to obtain through any means any Content on a Site that has not been intentionally made publicly available, either by their public display on a Site or through their accessibility by a visible link on a Site;

- violate any measure employed to limit or prevent access to a Site or the Content;

- violate the security of a Site or attempt to gain unauthorized access to a Site, the Content, or data, materials, information, computer systems or networks connected to any S&P Global server, through hacking, password mining or any other means;

- interfere or attempt to interfere with the proper working of a Site or any activities conducted on or through a Site, including accessing any Content prior to the time that it is intended to be available to the public on a Site;

- take or attempt any action that, in the sole discretion of S&P Global, imposes or may impose an unreasonable or disproportionately large load or burden on a Site or the S&P Global infrastructure;

- misuse a Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.

 4.    DISCLAIMER AND LIMITATIONS OF LIABILITY

 S&P GLOBAL DOES not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, S&P GLOBAL, AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO A SITE OR ANY CONTENT, INCLUDING INFORMATION, DATA, SOFTWARE OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF.  A reference to a particular investment or security, a credit rating or any observation concerning an investment or security provided on a Site is not a recommendation to buy, sell or hold such investment or security or make any other investment decisions and does not address the suitability of any investment or security.  Content should not be relied on and is not a substitute for the skill, judgment and your experience or the experience of your advisors and/or clients in making investment and other business decisions.  S&P Global does not act nor shall be deemed to be acting as a fiduciary in providing a Site or any Content.

NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF A SITE, ANY CONTENT OR ANY COMPONENT THEREOF OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) OR OUTPUT WITH RESPECT THERETO OR THAT A SITE OR ANY CONTENT WILL BE FREE OF VIRUSES, WORMS OR “TROJAN HORSES”.  NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS IN A SITE, INCLUDING CONTENT.  EACH SITE, CONTENT CONTAINED THEREIN AND ANY AND ALL COMPONENTS THEREOF, IS PROVIDED ON AN “AS-IS” BASIS AND YOUR USE OF A SITE AND ANY CONTENT IS AT YOUR OWN RISK.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, IN NO EVENT WHATSOEVER SHALL S&P GLOBAL OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, TRADING LOSSES OR LOST TIME OR GOOD WILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.  NEITHER S&P GLOBAL NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES.

IN THE EVENT THAT LIABILITY IS NEVERTHELESS IMPOSED ON S&P GLOBAL OR ITS SUPPLIERS, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF S&P GLOBAL AND ITS SUPPLIERS IN CONNECTION WITH A SITE, ANY CONTENT AND/OR THESE TERMS OF USE, REGARDLESS OF THE FORM(S) OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS (US$100).  NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO YOUR USE OF A SITE OR THE CONTENT MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED.

You are entirely liable for activities conducted by you or anyone else in connection with your browsing and access to and use of a Site.  If you are dissatisfied with a Site or with these Terms of Use, your sole and exclusive remedy is to stop using such Site.

 5.  LINKS TO OTHER WEB SITES FROM THIS SITE

You may, through hypertext or other computer links, gain access to web sites operated by persons other than S&P Global.  Such hyperlinks are provided for your reference and convenience only and are the exclusive responsibility of the owners of each such web site.  You agree that S&P Global is not responsible for the content or operation of such web sites, and that S&P Global shall have no liability to you or any other person or entity for the use of third party web sites.  Except as described below, a hyperlink from a Site to another web site does not imply or mean that S&P Global endorses the content on such web site or the operator or operations of such web site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from a Site.

As you browse through a Site you may access other web sites that are subject to different terms of use.  When you use those other web sites, you may be legally bound by the specific terms of use posted on such web sites.  If there is a conflict between these Terms of Use and other terms of use of such web sites, the terms of use of such web sites will govern with respect to your use of such web sites.

 6.  USER CONTENT

The User grants to S&P Global a perpetual, nonexclusive, irrevocable, fully paid, royalty-free, sublicenseable and transferable (in whole or in part) worldwide right and license in any and all media, now known or later developed, to use, publish, reproduce, display, modify, transmit digitally, create derivative works based upon and otherwise exploit all material posted to or received through a Site by, from or on behalf of the User or anyone else using the User’s account (other than third party material transmitted through private electronic mail) (“User Content”) (including, without limitation, any names, voices, likenesses, performances and actions contained therein) for any purpose whatsoever (including, without limitation, advertising, commercial, promotional and publicity purposes) in S&P Global’s discretion without notice, approval, attribution or consideration to you or to any other person or entity.  You represent and warrant that you have all rights necessary to grant the foregoing license, that neither the permission nor consent of any other person or entity is required to enable S&P Global to legally use the User Content in accordance with this license;  that all User Content provided to a Site by you or anyone else using your account complies with all applicable laws, rules and regulations; and that S&P Global’s use of the User Content in accordance with this license will not violate or infringe upon the rights of any person or entity.

Users entering material into a Site are responsible for the content of that material.  S&P Global does not have any responsibility for User Content, including the content of any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from a Site.  However, S&P Global retains the right, to review, edit or delete User Content that S&P Global deems to be illegal, offensive or otherwise inappropriate.

You may not input or distribute any material through the Site that is promotional in nature, including solicitations for funds or business, without the prior written authorization of S&P Global.

7.   PRIVACY POLICY AND COOKIE NOTICE

Please see the S&P Global Privacy Policy and Cookie Notice for information on S&P Global’s data collection and use practices with respect to a Site.

As part of access to portions of a Site, you may be required to provide certain information, such as, your name and email address.  In addition, you may be required to select a username and password.  You represent and warrant that any information you provide to S&P Global in connection with a Site shall be accurate and complete.  You further agree to keep any passwords/user IDs in connection with a Site in strict confidence and promptly advise S&P Global of any actual or threatened unauthorized disclosure or misuse of a Site or any passwords/user IDs with respect to a Site that come to your attention. You shall cooperate with S&P Global in enforcing the restrictions and limitations set forth herein.

 8.  COUNTRY CONDITIONS

The terms and conditions set forth in this section (the “Country Conditions”) are the result of various regulatory and/or legal requirements relating to usage of a Site including its Content.  Your use of a Site in the specified jurisdictions is subject to these Country Conditions.

Australia.  To the extent that S&P’s Global Ratings  credit ratings (the “Ratings”) are included as part of any Content, Standard & Poor’s (Australia) Pty Limited (ABN 62 007 324 852), being the holder of Australian Financial Services License No. 337565 issued pursuant to the Corporations Act 2001 (Cth) (“SPA”), whose registered office is located at Level 45, 120 Collins Street, Melbourne Vic 3000 Australia, shall provide such portion of such Content to you and S&P shall license you the right to use the intellectual property in such portion of such Content and, as owner of such intellectual property, shall receive any fees with respect thereto.  SPA expressly agrees to be bound by the terms and conditions of this Terms of Use to the extent it applies to the provision of the Ratings.  You accept and acknowledge that SPA’s provision of the Ratings as part of a Site to you is based on, and conditional on, the veracity and accuracy of your representation that you are a “Wholesale Client” (as such is defined in Chapter 7 of the Corporations Act of 2001 (Australia)).  In addition, you acknowledge that Ratings and/or related research licensed to you pursuant to these Terms of Use or your Other Agreement, as applicable, are not intended for, and should not be distributed to, any person other than a Wholesale Client (to the extent such distribution is permitted by your Other Agreements).  In furtherance of the foregoing, you undertake that (a) you will not pass on any Rating and/or related research to a party who is not a Wholesale Client and (b) that you will obtain the same undertaking from your own Wholesale Clients (to the extent such distribution is permitted by your Other Agreements).  S&P represents that it is authorized to bind SPA to the terms and conditions set forth in these Terms of Use to the extent such terms and conditions pertain to the provision of Ratings.

All countries located in Europe, the Middle East or Africa (“EMEA”).  In the event your use of the Ratings is in any country located in EMEA, you further acknowledge and agree to the following:  the Ratings shall not in any circumstances be used by you where, as part of an effort to sell securities to Retail Investors (as defined below), you use the Ratings: (a) to create a type of recommendation, (b) to create your own interpretation of the Ratings or (c) in some other form of “risk classification”.  For the purposes of this Terms of Use, “Retail Investor” shall mean an individual investor who buys and sells securities or other financial products for his/her personal account, and not for another company, individual or organization. 

9.   ADDITIONAL LEGAL TERMS

These Terms of Use constitute the entire agreement between the parties relating to each Site and supersedes any and all other agreements, oral or in writing, with respect to such Site.  The failure of S&P Global to insist upon strict compliance with any term of these Terms of Use shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision.  To the fullest extent permitted by law, you shall indemnify, hold harmless and defend S&P Global and its suppliers from and against any and all costs, claims, damages or liabilities (including reasonable attorneys’ fees and court costs) arising out of any breach by you of Section 3 (Anti-hacking Provisions).  These Terms of Use are personal to you, and you may not assign your rights or obligations to anyone.  If any term or condition hereof is found by a court, administrative agency or jurisdiction to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant term shall be deemed deleted and the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.  These Terms of Use, your rights and obligations, and all actions contemplated by these Terms of Use shall be governed by the laws of the United States of America and New York State.  The parties agree that the State and Federal courts of New York shall be the exclusive forums for any dispute arising out of these Terms of Use and the parties hereby consent to the personal jurisdiction of such courts.  Any claim must be brought in the claimant’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”).  The parties expressly waive any ability to maintain any Class Action in any forum.

 10.  HOW TO CONTACT US

If you have any questions or concerns about these Terms of Use, please contact our Chief Privacy Officer at privacy@spglobal.com or Chief Privacy Officer, S&P Global Inc., 55 Water Street, New York, NY 10041. 

STANDARD PURCHASE ORDER

All orders by S&P Global Inc. a New York corporation, with a principal place of business at 55 Water Street, New York, New York 10041 (“S&P”) ("BUYER") and affiliates are subject to the terms set forth in this purchase order ("Order") and any attachments hereto. This order is BUYER's offer to SELLER and is not an acceptance by BUYER of any offer to sell by SELLER or of any terms and conditions contained in any such offer. Acceptance of this offer by SELLER should be made by (a) executing the associated
Order, or (b) delivering any of the goods ordered herein or (c) rendering any of the services ordered herein. Any additional or different terms proposed by SELLER are objected to and rejected unless expressly assented to in writing by BUYER.

If as of the date of this Order, a master or other agreement between SELLER and BUYER is in effect ("Master Agreement"), this Order and shall be governed by and is subject to the terms of that Master Agreement, and in the event of any inconsistency between this Order and the Master Agreement, the terms of the Master Agreement shall supersede any inconsistent terms in this Order. No modifications or changes to these terms and conditions will be binding upon BUYER unless made in writing, and signed by BUYER's authorized representative

INVOICE AND PAYMENT

Unless otherwise agreed in writing, the payment terms are set in the applicable Purchase Order and are NET after the later of receipt of SELLER's valid invoice or receipt by BUYER of acceptable products, materials or services. All invoices against this Order need to be received by BUYER no later than thirty (30) days after the products, materials and/or services covered by this Order have been finalized or delivered. BUYER will be released from any obligation to pay SELLER any amounts set forth in any invoices under this Order received by BUYER later than ninety (90) days after the materials and/or services covered by this Order have been finalized or delivered.

Unless otherwise specified on this order or controlling contract, no invoice shall be issued prior to shipment of the products, materials or services and no payment shall be made prior to receipt of both the products, materials or services and a correct invoice

CANCELLATION

Time is of the essence in this order. BUYER reserves the right to cancel this order, or any portion of this order, without liability, if; (1) delivery is not made when and as specified; (b) SELLER fails to meet contract commitments as to exact time, price, quality or quantity; (c) SELLER ceases to conduct its operation in the normal course of business; (d) SELLER is unable to meet its obligations as they mature; (e) proceedings are instituted against SELLER under the bankruptcy laws or any other laws relating to the relief of creditors; (f) a receiver is appointed or applied for by SELLER; or (g) any assignment is made by SELLER for the benefit of creditors. BUYER may terminate all or any part of this Order for convenience at any time by written notice to SELLER. Upon such termination, BUYER's liability will be limited to reasonable termination charges mutually agreed by SELLER and BUYER, provided that SELLER must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if SELLER becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.

WARRANTY

SELLER expressly warrants that all goods or services furnished under this agreement shall conform to all specifications and appropriate standards, will be new, and will be free from defects in material or workmanship. SELLER warrants that all such goods or services will conform to any statements made on the containers or labels or advertisements for such goods, or services, and that any goods will be adequately contained, packaged, marked and labeled. SELLER warrants that all goods or services furnished hereunder will be merchantable, and will be safe and appropriate for the purpose for which goods or services of that kind are normally used. If SELLER knows or has reason to know the particular purpose for which BUYER intends to use the goods or services, SELLER warrants that such goods or services will be fit for such particular purpose. SELLER warrants that goods or services furnished will conform in all respects to samples. Inspection, test, acceptance or use of the goods or services furnished hereunder shall not affect the SELLER's obligation under this warranty, and such warranties shall survive inspection, test, acceptance and use. SELLER's warranty shall run to BUYER, its successors, assigns and customers, and users of goods sold by BUYER. SELLER agrees to replace or correct defects of any goods or services not conforming to the foregoing warranty promptly, without expense to BUYER, when notified of such nonconformity by BUYER, provided BUYER elects to provide SELLER with the opportunity to do so. In the event of failure of SELLER to correct defects in or replace nonconforming goods or services promptly, BUYER, after reasonable notice to SELLER, may make such corrections or replace such goods and services and charge SELLER for the cost incurred by BUYER in doing so.

FORCE MAJURE

BUYER may delay delivery or acceptance occasioned by causes beyond its control. SELLER shall hold such goods at the direction of the BUYER and shall deliver them when the cause affecting the delay has been removed. BUYER shall be responsible only for SELLER's direct additional costs in holding the goods or delaying performance of this agreement at BUYER's request. Causes beyond BUYER's control shall include governmental action or failure of the government to act where such action is required, strike or other labor trouble, fire, or unusually severe weather.

ASSIGNMENTS

No assignment of any rights, including rights to money due or to become due hereunder, or delegation of any duties under this order shall be binding upon BUYER until its written consent has been obtained. No part of this order may be assigned or subcontracted without the prior written approval of BUYER.

INSPECTION/TESTING

Payment for the goods delivered hereunder shall not constitute acceptance thereof. BUYER shall have the right to inspect such goods and to reject any or all of said goods that are in BUYER's judgment defective or nonconforming. Goods rejected and goods supplied in excess of quantities called for herein may be returned to SELLER at its expense and, in addition to BUYER's other rights, BUYER may charge SELLER all expenses of unpacking, examining, repacking, and reshipping such goods. In the event BUYER receives goods whose defects or nonconformity is not apparent on examination, BUYER reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall relieve in any way the SELLER from the obligation of testing, inspection and quality control. 

INDEMNIFICATION

SELLER shall defend, indemnify and hold harmless BUYER against all damages, claims or liabilities and expenses (including attorney's fees) arising out of or resulting in any way from any defect in the goods or services purchased hereunder, any breach of the terms and conditions of this order, or from any act or omission of SELLER, its agents, employees or subcontractors. This indemnification shall be in addition to the warranty obligations of SELLER.

INSURANCE

In the event that SELLER's obligations hereunder require or contemplate performance of services by SELLER's employees, or persons under contract to SELLER, to be done on BUYER's property, or property of BUYER's customers, the SELLER agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the BUYER. SELLER shall maintain all necessary insurance coverages, including public/general liability, umbrella/excess liability and Workman's Compensation insurance.  BUYER may also require SELLER to maintain Professional Liability insurance.  BUYER shall be named as Additional Insureds under SELLER’s public/general liability and umbrella/excess liability policies.  Certificates of Insurance shall be delivered upon execution of this agreement and, within 10 days after renewal of each policy.   All insurance required by this Agreement shall be issued by carrier(s) with an AM Best Rating of A- IX or better.  The SELLER shall provide that no less than (30) thirty days prior written notice to its business contact at BUYER and its subsidiaries in the event of material alterations to, or cancellation/non-renewal of the coverage. Certificates of insurance and cancellation/non-renewals notices should be sent to: S&P Global Buying Center at Contracts.Helpdesk@spglobal.com. 

CONFIDENTIAL OR PROPRIETARY INFORMATION

Notwithstanding any document marking to the contrary, any knowledge or information that the SELLER has disclosed or may later disclose to BUYER, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by BUYER, be deemed to be confidential or proprietary information, and will be acquired by BUYER, free from any restrictions. SELLER will not transmit to BUYER any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of like sensitivity. SELLER will keep confidential any technical, process, economic, or other information derived from drawings, specifications and other data furnished by BUYER in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining BUYER's prior written consent. Except as required for the efficient performance of this Order, SELLER will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of BUYER. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, SELLER will promptly return to BUYER all materials incorporating any such information and any copies, except for one record copy. SELLER agrees that no acknowledgment or other information concerning this Order and the goods or services provided will be made public by SELLER without the prior written agreement of BUYER.

SELLER shall establish and maintain appropriate administrative, technical and physical safeguards that are no less protective of Personal Data than Industry-Leading Cybersecurity standards and in compliance with Data Protection laws.  BUYER or its designee shall have the right to audit and/or review the foregoing safeguards. 

Cybersecurity Incident

SELLER shall ensure that all Permitted Subcontractors comply with Data Protection Laws and Industry-Leading Cybersecurity Standards. SELLER shall ensure that all Permitted Subcontractors do not do or omit to do anything that would cause or may reasonably be expected to cause BUYER or its affiliates to be in breach or violation of any provision of Data Protection Laws.

If SELLER experiences an actual or suspected Cybersecurity Incident (defined below):

i.             SELLER will immediately notify BUYER at + 1 866 810 0436 (or direct + 44 207 176 7999) and via email at S&PGlobalCIRT@spglobal.com no later than 24 hours (or such other earlier period as required by Data Protection Laws) after SELLER becomes aware of the Cybersecurity Incident;

ii.            SELLER will as soon as is reasonably possible mitigate, document and remediate the Cybersecurity Incident and where applicable, SELLER’s incident response procedures and BUYER Policies and Procedures;

iii.           Unless required by Law, SELLER shall not make any public statement in reference to BUYER with respect to a Cybersecurity Incident without the prior written approval of BUYER;

iv.           SELLER shall assist BUYER in complying with its obligations under Data Protection Laws arising from the Cybersecurity Incident, including by facilitating interviews with SELLER personnel and providing information as and when requested;

v.            SELLER shall otherwise cooperate with BUYER and its agents at BUYER’s request and at SELLER’s own expense.

The notification shall include at least the following details:

i.             The date and approximate time of the Cybersecurity Incident;

ii.            A summary of all known relevant facts about the Cybersecurity Incident, including the BUYER data, systems or Confidential Information that may be at risk and the methodology for such investigation by SELLER;

iii.           Actions taken or proposed to be taken by SELLER to remediate the Cybersecurity Incident; and

iv.           Any technical step that SELLER believes BUYER should take to mitigate the effects of the Cybersecurity Incident.

After a Cybersecurity Incident has occurred, SELLER shall prepare and provide to BUYER a written report of the Cybersecurity Incident, including as applicable measures to prevent the Cybersecurity Incident from reoccurring and mutually-agreeable timelines for remediation.

In this Agreement, “Cybersecurity Incident” means any activity that compromises or otherwise is reasonably likely to result in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to BUYER’s data, systems or Confidential Information, including a personal data breach as defined in GDPR. 

WORK ON BUYER'S PREMISES

 If SELLER's work under this Order requires SELLER to be on the premises of BUYER or at BUYER’s direction, SELLER will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of BUYER.

COMPLIANCE WITH LAWS AND REGULATIONS

SELLER's performance of the Services shall at all times be in compliance with applicable law, statute, rule or regulation (“Law”), including the Laws regarding the performance of privacy impact assessment(s) and the transfer of personally identifiable information of data subjects of the European Union and execution of model contracts related thereto, and any applicable Compliance Regulation.  SELLER shall monitor, at its own cost and expense, changes in applicable Law and Compliance Regulations that may affect SELLER's provision of the Services and shall modify its Services as necessary to remain in compliance with Law and Compliance Regulations. If BUYER identifies any non-compliance with Law or Compliance Regulation or determines that a particular change in Law or Compliance Regulation will require a change or modification of the Services, BUYER shall notify SELLER and SELLER will cooperate with BUYER to modify the Services within a reasonable time period to comply with such Law or Compliance Regulation. In the event changes in Laws or Compliance Regulations prevent or impair SELLER from delivering the Services under an applicable SOW, SELLER shall use commercially reasonable efforts to develop and, upon BUYER's approval (such approval not to be unreasonably withheld), implement a suitable work-around until such time as SELLER can perform the Services under such SOW without such work-around.  

This contractor and subcontractor shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.

A “Compliance Regulation” means, with respect to any Party, any Law applicable to such Party relating to money laundering or terrorist financing, including currency transaction reporting and currency transaction limits; the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997 (the “OECD Convention”); the Foreign Corrupt Practices Act of 1977 of the United States of America, as amended or supplemented (“the FCPA”); the Bribery Act 2010 of the United Kingdom, as amended or supplemented (the "Bribery Act"); and any other Law applicable to such Party which is substantially equivalent to the FCPA or the Bribery Act or was intended to enact the provisions of the OECD Convention and/or other  economic sanctions administered or enforced by any other relevant sanctions authority having jurisdiction over a party.

SEVERABILITY/SURVIVAL

Should any provision of these General Terms and Conditions or any Purchase Order issued hereunder or any remedy provided for herein be held invalid or unenforceable by any court or arbitration panel of competent jurisdiction, the remaining provisions and remedies shall remain in full force and effect. Any provision of these General Terms and Conditions or any Purchase Order which, by its nature, would survive termination or expiration of these General Terms and Conditions or such Purchase Order will survive any such termination or expiration of this Agreement.

SUBCONTRACTING

Consultant shall not subcontract or delegate any of its obligations hereunder to any third party without BUYER’s prior written consent.  In the event that BUYER approves any such subcontracting, Consultant shall remain liable for all of its obligations hereunder and under any SOW and shall be liable for the acts and omissions of any subcontractor. Further, Consultant shall ensure that all sub-contractors have been advised of the terms of this Agreement and have agreed in writing to comply with same. BUYER shall have the right at any time to immediately require that Consultant terminate or remove any third party subcontractors from providing the Services without any penalty or cost to BUYER if BUYER reasonably believes such third party’s acts or omissions are or may cause harm to BUYER.