Sale and Licensing Terms and Conditions with Institutional User
ISDA Library of Interactive Documentation
The following terms and conditions (“Terms and Conditions”) govern your access to and use of the International Swaps and Derivatives Association, Inc.’s (“ISDA”) Library of Interactive ISDA Documentation (“ISDA Library”) containing ISDA documentation (“ISDA Content”). The ISDA Content is comprised of various ISDA publications (each, an “ISDA Document”).
1. License and Restrictions on Use
1.1 Limited License. You and your domestic and international employees are granted a nonexclusive, nontransferable, limited license to access and to use the ISDA Content in accordance with these Terms and Conditions. Your use of the ISDA Content is governed solely by these Terms and Conditions. The license includes: (a) the right to electronically display the ISDA Content retrieved from the ISDA Library via a website owned or operated by ISDA and (b) the right to obtain printouts of any ISDA Document.
1.2 No Proprietary Interest. All right, title and interest (including all copyrights, trademarks and other intellectual property rights) in the ISDA Content (in both print and machine-readable forms) belong to ISDA, the provider of the ISDA Content or its third party suppliers of materials. You may not remove or obscure the copyright or trademark notices or other notices contained in any ISDA Content retrieved from the ISDA Library.
1.3 Copyright Protection. The ISDA Content is protected by copyright pursuant to U.S. and international copyright laws. You may not copy, modify, publish, transmit, participate in the transfer or sale of, distribute, display or in any way exploit, in either print or machine-readable form, any of the ISDA Content in whole or in part, except in accordance with these Terms and Conditions. You have a limited right to copy the ISDA Master Agreements and ISDA Credit Support Documents and any forms of confirmation, schedules and supplements related thereto for which reproduction is necessary in order to use such documents in connection with the completion of specific transactions.
1.4 No Legal Advice. ISDA Content on the ISDA Library is not intended to be, or to contain, legal advice.
2. Warranty Disclaimer.
2.1 The ISDA Content contained on the ISDA Library is provided on an “as is” “as available” basis. ISDA and any third party supplier expressly disclaims all warranties, including the warranties of merchantability, fitness for a particular purpose and noninfringement.
3. Limitation of Liability.
3.1 No Liability for Covered Party. A Covered Party (as defined in Section 3.2 below) shall not be liable for any loss, injury, claim, liability or damage of any kind whatsoever resulting from, arising out of or in any way related to: (a) any errors in or omissions from the ISDA Content on the ISDA Library[1]; (b) your use of the ISDA Library and the ISDA Content contained therein; (c) your use of any equipment or software in connection with the ISDA Library; (d) the ISDA Content; or (e) any delay or failure in performance.
3.2 Covered Party. “Covered Party” means ISDA or any officer, director, employee, subcontractor, agent, successor or assign of ISDA.
3.3 Aggregate Liability. The aggregate liability of a Covered Party in connection with any other claim arising out of or relating to the ISDA Library and the ISDA Content contained therein shall not exceed $500.00. Your right to monetary damages in that amount shall be in lieu of all other remedies that you may have against any Covered Party.
3.4 No Liability for Special Damages. None of the Covered Parties shall be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees), lost profits or lost savings in any way due to, resulting from or arising in connection with the ISDA Library and the ISDA Content contained therein, regardless of any negligence of any Covered Party.
4. User Representations. You hereby represent and warrant that: (a) the information you have provided on the Order Form is true and accurate; (b) you will at all times comply with applicable laws, rules and regulations with respect to your use of the ISDA Library or the ISDA Content contained therein; (c) you will not use the ISDA Library and the ISDA Content contained therein to infringe, misappropriate or violate the rights of ISDA or third parties; and (d) you will comply at all times with these Terms and Conditions, as they may be amended from time to time.
5. Term.
5.1 Initial Term of License. The initial term of the license granted by these Terms and Conditions is from the date you indicate agreement to these Terms and Conditions until the next following [insert date].
5.2 Subsequent Term of License. Each subsequent term of the license granted by these Terms and Conditions is for a one (1) year period, commencing on [insert date of buyer’s signature to Terms and Conditions] of each calendar year and ending on [insert date] of each calendar year. The license will be automatically renewed for an additional year at the end date of the license, unless you have responded in writing to ISDA within thirty calendar days from the end date of the license and affirmatively indicated that you do not wish to renew the license.
6. Fee.
6.1 Fee. (a) You agree to pay the annual fee to ISDA that is set forth in Schedule 1 of these Terms and Conditions. Such fee may be altered by ISDA upon written notice not less than forty-five (45) calendar days prior to [insert begin date] of any calendar year. (b) If the annual fee is not paid to ISDA within 30 calendar days from your signing these Terms and Conditions, ISDA has the right to terminate your subscription to the ISDA Library.
7. Miscellaneous.
7.1 Definition of “You”. “You”, when used in these Terms and Conditions, means: (a) the named ISDA member in these Terms and Conditions; (b) an entity that is wholly-owned by the named ISDA member; an entity that wholly owns the named ISDA member; or an entity that has common ownership (on a wholly-owned basis) with the named ISDA member; or (c) a majority but not wholly-owned entity that is managed as part of the same business as the named ISDA member or an entity described in (b).
7.2 ISDA Membership. Termination of your ISDA membership at any time automatically terminates your access to and use of the ISDA Library.
7.3 Amendment of Terms and Conditions. These Terms and Conditions may be amended by ISDA from time to time immediately upon notice. Continued use of the ISDA Library following any amendment constitutes acceptance of the amendment.
7.4 Notices. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or sent and displayed electronically. Notices shall be deemed to have been properly given on the date deposited in the U.S. mails, if mailed, or on the date received, if delivered in any other manner. Notices to you may be sent to any of the addresses provided by you on the Order Form. Notices to ISDA should be sent to Head of Administration, ISDA, 360 Madison Avenue, Floor 16, New York, New York 10017 or by e-mail to isdadocs@isda.org.
7.5 No Waiver. The failure of ISDA to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
7.6 No Assignment. You may not assign your rights or delegate your obligations under these Terms and Conditions.
7.7 Arbitration. Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, will be settled by binding arbitration conducted before one arbitrator who is knowledgeable in computer and cyberspace law. The site of any such arbitration will be in New York, New York. The arbitration will be conducted in accordance with the then applicable Commercial Arbitration Rules of the American Arbitration Association. The award rendered by the arbitrator will be binding and conclusive on the parties and judgment upon such award may be entered in any court having jurisdiction thereof. Each party will bear its own costs and expenses, including fees and expenses of counsel, associated with the arbitration. The arbitrator will not be empowered to award punitive damages to either party.
7.8 Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety.
7.9 Invalidity of Any Provision. If any provision hereof is adjudged to be invalid, void or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by a lawful provision that most nearly embodies the original intention of the parties and that these Terms and Conditions will in any event remain valid and enforceable.
7.10 Governing Law. This Agreement has been made in and shall be construed and enforced in accordance with New York law. Any action to enforce this Agreement shall be brought in the Federal or state courts located in New York City.
Any questions please contact ISDA’s Marketing Department at +212-901-6000 or at customercare@isda.org.
[1] The electronic version of the ISDA Content has been converted through various electronic processes. In the course of that conversion, slight, non-substantive differences may have appeared
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