This web site (“Website”) is owned and operated by Kroll Bond Rating Agency, Inc. (“Kroll Bond Ratings”). These Terms and Conditions of Use (“Terms of Use”) contain the terms, covenants, conditions, and provisions upon which you (i.e., a “user”) may access and use this Website and the content, including without limitation the ratings and other opinions, displayed on the Website. These Terms of Use are current as of November 15, 2010. By using this Website, you acknowledge that you have read these Terms of Use, understand them, and agree to be bound by their terms and conditions. If you do not agree to these Terms of Use, you should not use this Site.
1. Ownership of Information. These Terms of Use provide you with a personal, revocable, non-exclusive, nontransferable license to use the Website conditioned on your continued compliance with the terms and conditions of these Terms of Use. ALL INFORMATION PROVIDED BY KROLL BOND RATINGS ON THIS WEBSITE IS OWNED OR LICENSED BY KROLL BOND RATINGS, AND UNLESS OTHERWISE INDICATED, IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO COPYRIGHT, TRADE SECRET AND TRADEMARK LAWS. NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF KROLL BOND RATINGS. The contents of the Website are © 2010, Kroll Bond Ratings. All rights reserved. In particular and without limitation, Kroll Bond Ratings owns copyright in the Website as a collective work and/or compilation, any and all databases accessible on the Website, and in the selection, coordination, arrangement, and enhancement of the content of the Website. Kroll Bond Ratings and all other names, logos, and icons identifying Kroll Bond Ratings and/or Kroll Bond Ratings products and services are proprietary marks of Kroll Bond Ratings or its licensors.
2. Disclaimers. Kroll Bond Ratings obtains all information furnished on the Website from sources believed by it to be accurate and reliable. You expressly agree that (a) the credit ratings and other opinions provided via the Website are, and will be construed solely as, statements of opinion and not statements of fact as to creditworthiness or recommendations regarding credit decisions or decisions to purchase, hold or sell any securities, or endorsements of the accuracy of any of the data or conclusions, or attempts to independently assess or vouch for the financial condition of any company; (b) each rating or other opinion will be weighed, if at all, solely as one factor in any investment or credit decision made by or on behalf of you; and (c) you will accordingly make your own study and evaluation of each credit decision or security, and of each issuer and guarantor of, and each provider of credit support for, each security or credit that you may consider purchasing, holding, selling, or providing. The credit ratings and other opinions provided via the Website do not take into account your personal objectives, financial situation or needs. You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters. Because of the possibility of human and mechanical error as well as other factors, the Website and all related materials, products, services and information are provided on an "as is" and as available basis without representation or warranty of any kind, and KROLL BOND RATINGS AND ITS LICENSORS AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE OR ANY RELATED MATERIALS, PRODUCTS, SERVICES OR INFORMATION. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES AVAILABLE ON THE WEBSITE. Kroll Bond Ratings makes no representation that materials on the Website are appropriate or available for use in any particular locations, and access to them from territories where any of the contents of the Website are illegal is prohibited. If you choose to access the Website from such locations, you do so on your own volition and are responsible for compliance with any applicable local laws. You agree and acknowledge that no oral or written information or advice given by Kroll Bond Ratings or any of its employees or agents with respect to the Website shall constitute a representation or a warranty unless such information or advice is incorporated into these Terms of Use by a written agreement. Further, the information, materials, products and services available on the Website may contain or include inaccuracies or errors, and there may be times when the Website or its content are unavailable. Moreover, Kroll Bond Ratings may make changes or modifications to the Website at any time, for any reason. TO THE EXTENT PERMITTED BY LAW, KROLL BOND RATINGS AND ITS LICENSORS AND SUPPLIERS DISCLAIM LIABILITY FOR ANY DAMAGES BASED ON YOUR USE OF THE WEBSITE AND ITS CONTENT. WITHOUT LIMITING THE FOREGOING, KROLL BOND RATINGS SHALL NOT HAVE LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE IN WHOLE OR IN PART CAUSED BY, RESULTING FROM, OR RELATING TO, ANY ERROR (NEGLIGENT OR OTHERWISE) OR OTHER CIRCUMSTANCE OR CONTINGENCY WITHIN OR OUTSIDE THE CONTROL OF KROLL BOND RATINGS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS IN CONNECTION WITH THE PROCUREMENT, COLLECTION, COMPILATION, ANALYSIS, INTERPRETATION, COMMUNICATION, PUBLICATION OR DELIVERY OF INFORMATION. UNDER NO CIRCUMSTANCES WILL KROLL BOND RATINGS OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF KROLL BOND RATINGS OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ANY EVENT, THE AGGREGATE LIABILITY OF KROLL BOND RATINGS AND ITS LICENSORS AND SUPPLIERS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE WEBSITE AND ITS CONTENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY THE USER FOR SERVICES PROVIDED VIA SUCH WEBSITE PURSUANT TO THESE TERMS OF USE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) U.S. $100.
3. Assumption of Risk. You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While Kroll Bond Ratings has endeavored to create a secure and reliable Website, please be advised that the confidentiality of any communication or material transmitted to/from a website over the Internet cannot be guaranteed. Accordingly, Kroll Bond Ratings and Kroll Bond Ratings licensors and suppliers are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Website, or for the consequences of any reliance on such information. Kroll Bond Ratings and Kroll Bond Ratings licensors and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Website. Moreover, the user agrees (a) to hold Kroll Bond Ratings harmless for the use of third party software on the Website and (b) that Kroll Bond Ratings shall have no liability whatsoever to any person or entity for the accuracy and/or completeness of any outcome resulting from the use of such software.
4. Password Policy. Your use of certain portions of the Website requires a password. As part of the registration process, you must select a user name and password and provide Kroll Bond Ratings with accurate, complete and up-to-date information. Anyone with knowledge of your password can gain access to the restricted portions of the Website and the information available to you. Accordingly, you must keep your password secret. By agreeing to these Terms of Use, you agree to be solely responsible for the confidentiality and use of your password, as well as for any communications entered through the Website using your password. You will also immediately notify Kroll Bond Ratings if you become aware of any loss or theft of your password or any unauthorized use of your password. Kroll Bond Ratings reserves the right to delete or change a password at any time and for any reason.
5. Enforcing Security. Actual or attempted unauthorized use of the Website may result in criminal and / or civil prosecution. For your protection, Kroll Bond Ratings reserves the right to view, monitor, and record activity on the Website without notice or further permission from you, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any portion of the Website. Kroll Bond Ratings will also comply with all court orders involving requests for such information.
6. Links to Other Websites. Kroll Bond Ratings may provide links, in its sole discretion, to other websites on the World Wide Web for your convenience in locating related information and services. These websites have not necessarily been reviewed by Kroll Bond Ratings and are maintained by third parties over which Kroll Bond Ratings exercises no control. Accordingly, Kroll Bond Ratings expressly disclaims any responsibility for the content, the accuracy of the information, the quality of products or services provided by or advertised on, and/or software downloaded from, these third party websites. Moreover, these links do not imply an endorsement of any third party or any website or the products or services provided by any third party. Users and third parties are prohibited from establishing hyperlinks to or away from this site, unless Kroll Bond Ratings provides prior written consent (which it may or may not provide in its sole discretion).
7. Events Beyond Kroll Bond Ratings Control. You expressly absolve and release Kroll Bond Ratings and Kroll Bond Ratings licensors and suppliers from any claim of harm resulting from a cause beyond their control, including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
8. Disclosures. Kroll Bond Ratings hereby discloses that, in some instances, issuers of securities rated by Kroll Bond Ratings may pay fees to Kroll Bond Ratings for the appraisal and rating services rendered. Kroll Bond Ratings maintains policies and procedures to address the independence of its ratings and rating processes. Additional information concerning these policies and procedures is available on the Website.
9. Submissions. Kroll Bond Ratings also welcomes your feedback and suggestions about how to improve the Website. Any ideas, suggestions, information, know-how, material, or any other content (collectively, “Submissions”) received through a Website, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Kroll Bond Ratings to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. You hereby waive any claim to the contrary.
10. Governing Law. These Terms of Use, including without limitation any disputes relating to the content of the Website, are governed by the laws of the State of New York, without reference to its conflict of law principles.
11. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to these Terms of Use, including any disputes relating to the content of Website, shall be finally resolved by arbitration. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The place of the arbitration shall be New York, New York. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in New York for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, Kroll Bond Ratings may seek preliminary injunctive relief from a court of law in the event of a breach by you.
12. Indemnity. You agree to indemnify and hold harmless Kroll Bond Ratings, its licensors and suppliers, all of their affiliates, and all of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals' fees and court costs) arising out of any third party claims based on or related to your use of the Website or any breach by you of these Terms of Use.
13. Term, Termination, Amendments. These Terms of Use will take effect when you first commence using the Website. Kroll Bond Ratings reserves the right at any time and for any reason to deny you access to the Website or any portion thereof. Termination will be effective without notice. Please note that Kroll Bond Ratings reserves the right to change the terms and conditions of these Terms of Use upon notice, which may be given by Kroll Bond Ratings posting such change on the Website, by e-mail, or any other reasonable means. Your continued use of the Website following notice of such modifications will be conclusively deemed acceptance of any changes to these Terms of Use.
14. Waiver. Failure to insist on strict performance of any of the terms and conditions of these Terms of Use will not operate as a waiver of any default or failure of performance. No waiver by Kroll Bond Ratings of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
15. Nature of Relationship / Severability. No joint venture, partnership, employment, or agency relationship exists between you and Kroll Bond Ratings as a result of these Terms of Use or your utilization of the Website. If any provision of these Terms of Use is held unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use shall continue in full force and effect.
16. Entire Agreement/Reservation of Rights. Your rights to use certain material available on or through the Website may be subject to separate written agreements with Kroll Bond Ratings (“Other Agreements”). Particular pages or features of the Website with content supplied by Kroll Bond Ratings or its licensors may have different or additional terms ("Special Terms"), which will be disclosed to you when you access those pages or features, and by accessing or using such pages and features, you will be deemed to have agreed to the applicable Special Terms. If there is a conflict between these Terms of Use and the Special Terms, the Special Terms will govern with respect to such pages or features or content. In the event of a conflict between these Terms of Use and one or more Other Agreements, the terms of such Other Agreement(s) shall govern and control. With the exception of any Special Terms and Other Agreements, these Terms and Conditions represent the entire agreement between you and Kroll Bond Ratings with respect to your use of, and material available on or through, the Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Kroll Bond Ratings with respect to the Website. Any rights not expressly granted herein are reserved.
17. Research Documents. Each user of this Website acknowledges that a rating from Kroll Bond Ratings is an opinion as to the creditworthiness of a security. This opinion is based on established criteria and methodologies that Kroll Bond Ratings is continuously evaluating and updating. Therefore, ratings are the collective work product of Kroll Bond Ratings and no individual, or group of individuals, is solely responsible for a rating. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. CREDIT RATINGS ARE KROLL BOND RATINGS' CURRENT OPINIONS OF THE RELATIVE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. KROLL BOND RATINGS CONSIDERS CREDIT RISK TO BE THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS ARE NOT RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. KROLL BOND RATINGS ISSUES ITS CREDIT RATINGS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE. The ratings, financial reporting analysis, projections, and other observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Kroll Bond Ratings does not have a fiduciary relationship with any issuer, subscriber or any other individual. Nothing is intended to or should be construed as creating a fiduciary relationship between Kroll Bond Ratings and any issuer or between the firm and any user of its ratings. Kroll Bond Ratings does not provide to any party any financial advice, or legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. Ratings may be changed, qualified, or withdrawn as a result of changes in, additions to, accuracy of, unavailability of or inadequacy of information or for any reason Kroll Bond Ratings deems sufficient. The assignment of a rating by Kroll Bond Ratings shall not constitute consent by the firm to use its name as an expert in connection with any registration statement, offering document or other filings under any relevant securities laws.
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