ABSNet™ License Agreement

The use of Lewtan’s Technologies software product ABSNet™, including its Excel Add-In, European Cash Flows, and Application Programming Interface components (collectively “ABSNet’), is subject to the following license terms and conditions:

AUTHORITY; TERM

You agree that you are authorized to enter into this License Agreement (hereinafter “Agreement”) either as an individual or as a representative of the organization for which you work. If this is a site license, you agree that you are an approved user of ABSNet within your organization. The term of this Agreement is the term for which you or your organization has subscribed to ABSNet. This Agreement shall be binding upon you and your organization if applicable. At the end of the term, your password will be deactivated by Lewtan. You agree that you will not share this account or your password with any other individual and are not authorized to furnish information to any person or organization for reuse or transmission.

LICENSE GRANT

Lewtan hereby grants you and/or your organization a non-exclusive, non-transferable, revocable license to use ABSNet solely for internal purposes. Notwithstanding the foregoing, except as otherwise permitted by Lewtan in writing, the following are strictly prohibited:

  • furnishing any information from ABSNet to any person or firm for reuse or retransmission without the prior written approval of Lewtan, S&P or any of their third party providers;
  • downloading or using all or substantially all of the data in any one or more asset classes;
  • modifying or attempting to modify, creating derivative works of, decompiling, disassembling, or otherwise reverse engineering ABSNet or any of its components, either in whole or in part (except, in the case of European customers, to the extent permitted by applicable law where such actions are indispensable to obtain the information necessary for interoperability of the software with other programs);
  • utilizing or relying on any data or information obtained from ABSNet for any regulatory reporting or unlawful purposes; and
  • exporting or downloading of data or documents from ABSNet that are designed to maintain a database or other ongoing source of such data or documents separate from ABSNet ("Systematic Exporting"). Systematic Exporting is prohibited regardless of the amount of data or documents exported or downloaded. Lewtan reserves the right to monitor usage patterns to detect Systematic Exporting.

PROPRIETARY RIGHTS

You agree to keep confidential any components, non-public data, and other non-public information which you shall access via ABSNet which are developed by Lewtan, or provided to Lewtan through Standard and Poor’s (“S&P”) or Lewtan’s other third party suppliers. Such information is the property of Lewtan, S&P and Lewtan’s other third party providers and the confidentiality is intended to include all such parties.

You agree that while the information and data contained in the ABSNet is derived from sources believed to be reliable, neither Lewtan, S&P nor any of Lewtan’s other third party providers guaranty the correctness or completeness of such data or information. You expressly agree that Lewtan, S&P and/or Lewtan’s other third party providers shall not be held liable for any damages or other expenses of any kind suffered by you as a result of the use of inaccurate data or information.

You and all in your organization who access ABSNet agree that you shall follow all of Lewtan’s procedures for acquiring non public information. You also agree to abide by and shall not remove the terms of all disclaimers and legends or any copyright or other intellectual property notices that accompany the data or other information included in ABSNet.

While you may export the data and information for further internal use (including without limitation research, reports, etc.) all copyrights, legends, notices, and/or disclaimers that appear with the data on ABSNet must accompany the data and/or information at all times.

OWNERSHIP

You agree that Lewtan, S&P and/or Lewtan’s other third party providers retain all right, title, and interest in and to ABSNet and the data and information contained in ABSNet. You also acknowledge that ABSNet constitutes a valuable asset and contains trade secrets, copyrights, trademarks, and other proprietary interests of Lewtan and of other third parties.

YELLOWBRIX

In the event that you and/or your organization access any information provided by Lewtan’s third party provider YellowBrix, you agree that the following, as it pertains to the YellowBrix service shall apply:

“Neither YellowBrix nor any third-party licensor shall have any liability for the accuracy or completeness of this service or any component thereof or for delays, unauthenticity, omissions or other defects therein nor for any claims or losses arising therefrom or occasioned thereby, including without limitation any lost profits, indirect, special or consequential damages. Either YellowBrix or third-party licensors have exclusive proprietary rights in the information received via the service. Customer, end-user or visitor, as applicable, shall not use or permit anyone to use the information provided through the service for any unlawful or unauthorized purpose. Customer, end user, or visitor, as applicable, is not authorized or permitted to furnish such information to any person or firm for reuse or retransmission without prior written approval of YellowBrix. Provision of the information on the service is subject to termination in the event that any Agreement between a third-party licensor and a provider of information distributed through the service is terminated in accordance with its terms. YellowBrix, third-party licensors and their subsidiaries, affiliates, information providers and content partners shall have no liability for investment decisions based on the information provided hereby.”

WARRANTY DISCLAIMER

LEWTAN, S&P AND LEWTAN’S OTHER THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS, WARRANTIES, AGREEMENTS, OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR ABSNET, THE INFORMATION OR DATA CONTAINED IN ABSNET AND THE ACCURACY OR COMPLETENESS THEREOF, AND TO ANY AND ALL OF THE FINANCIAL STRUCTURES AND DATA CONTAINED THEREIN.

LIMITATION ON LIABILTY

LEWTAN, S&P AND LEWTAN’S OTHER THIRD PARTY PROVIDERS SHALL UNDER NO CIRCUMSTANCES BE RESPONSIBLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, RESULTING FROM THE USE OF ABSNET, THE ACCURACY OR COMPLETENESS OF ANY DATA, YOU OR YOUR ORGANIZATION'S INABILITY OR FAILURE TO CONDUCT YOUR ORGANIZATION'S BUSINESS, OR OTHER DAMAGES RELATING TO YOUR USE OF ABSNET EVEN IF LEWTAN OR A THIRD PARTY PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. NEITHER LEWTAN, S&P NOR ANY OTHER LEWTAN THIRD PARTY PROVIDER SHALL BE RESPONSIBLE FOR OR HAVE ANY LIABILITY FOR ANY DELAYS, INTERRUPTIONS OR OMISSIONS IN PROVIDING ABSNET FROM WHATEVER CAUSE. YOU EXPRESSLY ACKNOWLEDGE THAT SUCH DELAYS, INTERRUPTIONS AND OMISSIONS MAY OCCUR.

GENERAL

You agree that any breach of the terms of this Agreement could result in irreparable harm to Lewtan, S&P and/or Lewtan’s other third party providers, for which they may seek immediate judicial relief. You acknowledge that Lewtan’s providers are third party beneficiaries under this Agreement, and as such may enforce its terms. In the event any agreement between Lewtan and a third-party is terminated according to its terms, S&P may also terminate access to information provided by it. You also agree that Lewtan may terminate this Agreement at any time if it has been materially breached. This Agreement may not be assigned by you to any third party, and you agree to abide by all state, federal, and international import/export and tax laws or regulations regarding internet use and software distribution. You agree that this Agreement is governed by the laws of the Commonwealth of Massachusetts, USA without regard to its conflict of law provisions.