1. USE OF THE SITE(S)
2. INTELLECTUAL PROPERTY RIGHTS AND UNLAWFUL USE
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.
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.
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.
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.
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.
9. ADDITIONAL LEGAL TERMS
10. HOW TO CONTACT US
- Terms and Conditions for the United Kingdom
- Standard Terms and Conditions
All orders by S&P Global International (U.K.) Limited or a company which directly or indirectly (a) it wholly owns or controls (b) wholly owns or controls it (a “Parent”) and/or (c) is wholly (“Buyer”) are subject to the terms set forth in this purchase order (“Order”) and any attachments hereto.
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. Notice is hereby given that any additional or different term proposed by Seller is objected to and hereby rejected.
The agreement arising pursuant to this Order and all matters, issues and disputes arising howsoever in connection with such Order and its performance or non performance in contract or tort or otherwise shall be governed by the laws of England and Wales.
Seller will indemnify and hold harmless Buyer from and against any and all claims, demands and actions against Buyer, its subsidiaries and affiliates and their respective customers, for infringement or alleged infringement of any intellectual property, personal or other right of any third party by the Materials or services furnished under this order, or any part or use thereof. If Seller includes in the materials covered by this Order any content owned by third parties, for which permission is required for use in, and/or publication of, the materials, Seller will obtain all such permissions at Seller’s expense.
If the price is not stated on this Order or included in the Master Agreement or corresponding Statement of Work, Seller agrees to invoice at lowest prevailing market price.
If applicable, Seller shall obtain from Buyer written approval of all off-specifications work Materials are subject to Buyer’s inspection and approval within a reasonable time after delivery. If specifications are not met, or Seller is otherwise unable to produce the deliverables and/or perform the services outlined in this Order, according to specifications and to Buyer’s satisfaction, in addition to other remedies available to Buyer, and at Buyer’s option, material may be returned at Seller’s expense and risk for all damages incidental to the rejection, or Buyer may accept the work and reduce the entire payment due under this Order subject to negotiation. Payment shall not constitute an acceptance of the material nor impair Buyer’s right to inspect or any of its remedies.
The specific quantity ordered must be delivered in full and not be changed without Buyer’s written consent.
In addition to any other rights available to Buyer, Buyer may terminate the Order, in whole or in part, for its convenience by notice to Seller at any time prior to shipment by Seller.
SHIPMENT AND IMPORTATION
Shipment or delivery of goods or items in acceptable form must be made within the time stated on this Order, failing which Buyer reserves the right to cancel all or any part of this Order, without obligation to Seller. If the products covered by this Order are imported from other countries, Seller will be responsible for all legal, administrative and regulatory requirements associated therewith and the payment of any applicable dues, taxes and fees.
Seller agrees to pay any taxes imposed by law upon or on account of the material ordered or services provided hereunder unless otherwise agreed.
COMPLIANCE WITH LAWS AND REGULATIONS
Seller agrees at all times to comply with all applicable federal, ftate and local laws, rules and regulations. To the extent required by law, the terms of all applicable laws and regulations are incorporated into this Order, including the following, all of which have the same force and effect as if they were stated in their full text:
The Seller warrants and represents that it is an equal opportunities employer under all applicable laws and regulations..
WAGES AND HOURS
Seller warrants and represents that in the performance of this Order Seller has complied with all applicable laws and regulations regarding the (A) payment of minimum wages and/or salaries to its employees and (B) days and hours which employees are permitted to work or be compelled to work including without limitation the European Working Time Directive..
BRIBERY & CORRUPTION
The Seller warrants and represents that neither it nor its employees nor those acting on its behalf have done or omitted to any act matter or thing in negotiating or obtaining this Order that are (or would if the Seller was a person resident in England and Wales) in breach of the United Kingdom’s Bribery Act 2010.
SELLER LABOR ON PREMISES
If this Order requires the performance of labor on Buyer’s premises the Seller agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to person or property arising from the performance of this Order.
WARRANTY FOR MATERIALS
In addition to compliance with all specifications concerning this Order, Seller expressly warrants that the materials and articles covered by this Order shall be free from defects in material and/or workmanship, and shall be MERCHANTABLE. Such warranty shall survive delivery and acceptance.
INTELLECTUAL PROPERTY RIGHTS/WARRANTY
If this Order is for the creation of content for Buyer or any provision of services, Seller grants and assigns to Buyer all intellectual property rights to the work performed or content developed hereunder, unless otherwise specified. If applicable, any materials created hereunder by the Seller for the Buyer are work made for hire, unless otherwise specified, provided that if any of such work created for Buyer may not, by operation of law, be a work made for hire, Seller hereby assigns to Buyer all ownership rights, including, without limitation, copyright to such work unless otherwise expressly agreed in writing between Buyer and Seller and Seller waives all rights in or relating to such work insofar as such rights cannot be assigned (including without limitation moral rights) .
If this Order is for the creation of content for Buyer, the Seller warrants that the materials delivered hereunder will contain no material (a) created or derived from other copyrighted works (b) created or authored and designed by persons who are not the employees of the Seller, without the written permission of the owner of such copyrighted material. The Seller will obtain at Seller’s sole expense and bear all cost for such permission and deliver them in writing to Buyer on or before delivery of the materials. The Seller warrants that the work does not and will not infringe upon any copyright, violate any proprietary rights, or contain any libelous, injurious or unlawful matter. In the event of claim, demand or suit against the Buyer by reason of any violation of proprietary right or copyright, or by reason of any libelous, unlawful or otherwise injurious material, contained in the materials delivered under this Order, the Buyer may take any action it deems appropriate for the resolution of such dispute, and unless and until such claim, demand, or suit has been favorably settled or withdrawn, the Buyer may withhold any sums due the Seller under this Order.
Unless otherwise agreed in writing, the payment terms of this Order are net 60 days 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. Failure to submit billing during this time period or failure to notify Buyer, in writing, about any overages, may reduce the amount paid by Buyer towards the materials and/or services covered by this Order. 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.
LIMITATION OF LIABILITY
To the extent permitted by local law, in no event will Buyer be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages. Any limitation or exclusion of liability under this Order shall not limit or exclude any liability for (a) death or personal injury and/or (b) fraud.