Your use of this website and, where applicable, any services provided by this website (the "Website") are subject to these conditions (the "Terms of Use"). Your continued use of the Website signifies your acceptance of thes Terms of Use. If you do not agree with these Terms of Use, then do not use this Website.
Where you have subscribed to CDO2 Services by way of executing, with CDO2, a written agreement (‘Agreement’`Agreement`), then these Terms of Use shall be supplemental to such documentation and if there is any inconsistency between the two then the Agreement shall take priority.
1. Website
1.1 Access to Website. In consideration of the mutual covenants contained herein CDO2 agrees to provide you with access to this Website, and all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, information, data and material therein (“Content”"Content") subject to these Terms of Use.
1.2 USE OF WEBSITE. YOU WILL NOT IN CONNECTION WITH YOUR USE OF THIS WEBSITE: (A) VIOLATE ANY APPLICABLE LOCAL, STATE, NATIONAL OR INTERNATIONAL LAW, STATUTE, ORDINANCE, RULE OR REGULATION, INCLUDING WITHOUT LIMITATION THOSE RELATING TO COMPETITION OR ANTITRUST; (B) INTERFERE WITH OR DISRUPT THE COMPUTER NETWORKS OF CDO2 AND/OR ITS SERVICE PROVIDERS, OR ATTEMPT TO DO SO; (C) FORGE HEADERS OR IN ANY MANNER MANIPULATE IDENTIFIERS IN ORDER TO DISGUISE THE ORIGIN OF ANY INFORMATION; (D) DOWNLOAD, UPLOAD, POST, TRANSMIT, PUBLISH, OR DISTRIBUTE ANY MATERIAL THAT INFRINGES, VIOLATES, BREACHES OR OTHERWISE CONTRAVENES THE RIGHTS OF CDO2 OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, TRADEMARK, PATENT, RIGHTS OF PRIVACY OR PUBLICITY OR ANY OTHER PROPRIETARY RIGHT; (E) INTERFERE WITH OR DISRUPT THE USE OF THE WEBSITE BY ANY OTHER CUSTOMER OR USER OR REVERSE LOOK-UP, TRACE OR SEEK TO TRACE ANY INFORMATION ON ANY OTHER USER OF OR VISITOR TO THE WEBSITE, OR ANY OTHER CUSTOMER OF CDO2, INCLUDING ANY CDOVAR.NET ACCOUNT NOT OWNED BY YOU; (F) PROBE, SCAN OR TEST THE VULNERABILITY OF THE WEBSITE OR ANY NETWORK CONNECTED TO THE WEBSITE OR ATTEMPT TO GAIN UNAUTHORIZED ENTRY OR ACCESS TO THE COMPUTER SYSTEMS OF ANY OTHER PERSON OR ENTITY; (G) TAKE ANY ACTION THAT IMPOSES AN UNREASONABLE OR DISPROPORTIONATELY LARGE LOAD ON THE INFRASTRUCTURE OF THE WEBSITE OR CDO2’S SYSTEMS OR NETWORKS, OR ANY SYSTEMS OR NETWORKS CONNECTED TO THE WEBSITE OR TO CDO2; OR (H) DOWNLOAD, UPLOAD, POST, TRANSMIT, PUBLISH OR DISTRIBUTE ANY MATERIAL OR INFORMATION THAT CONSTITUTES OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE A CRIMINAL OFFENCE, GIVE RISE TO OTHER LIABILITY, OR OTHERWISE VIOLATE APPLICABLE LAW.
1.3 YOU MAY NOT USE ANY "DEEP-LINK", "PAGE-SCRAPE", "ROBOT", "SPIDER" OR OTHER AUTOMATIC DEVICE, PROGRAM, ALGORITHM OR METHODOLOGY, OR ANY SIMILAR OR EQUIVALENT MANUAL PROCESS, TO ACCESS, ACQUIRE, COPY OR MONITOR ANY PORTION OF THE WEBSITE OR ANY CONTENT, OR IN ANY WAY REPRODUCE OR CIRCUMVENT THE NAVIGATIONAL STRUCTURE OR PRESENTATION OF THE WEBSITE OR ANY CONTENT, TO OBTAIN OR ATTEMPT TO OBTAIN ANY MATERIALS, DOCUMENTS OR INFORMATION THROUGH ANY MEANS NOT PURPOSELY MADE AVAILABLE THROUGH THE WEBSITE. CDO2 RESERVES THE RIGHT TO BAR ANY SUCH ACTIVITY.
2. CONTENT
2.1 USE OF CONTENT. UNLESS EXPRESSLY AGREED OTHERWISE, YOU HEREBY AGREE AND ACKNOWLEDGE THAT YOU ARE EXPRESSLY PROHIBITED FROM (I) MAKING AVAILABLE ALL OR ANY PORTION OF THE CONTENT TO ANY OTHER PERSON OR ENTITY, EXCEPT AS EXPRESSLY PERMITTED IN THESE TERMS OF USE OR IN AN ADDENDUM; AND (II) CREATING DERIVATIVE WORKS FROM THE CONTENT; AND (III) USING THE CONTENT IN THE PROVISION OF ANY SERVICES TO THIRD PARTIES. IN ADDITION, YOU SHALL NOT (I) DISTRIBUTE, TRANSFER, SUB-LICENSE, RENT, LEND, TRANSMIT, SELL, RE-CIRCULATE, REPACKAGE, ASSIGN, LEASE, RESELL, PUBLISH, COPY, TRANSLATE, CONVERT, DECOMPILE, ALTER, ENHANCE, DISASSEMBLE, MODIFY, OR CHANGE ALL OR ANY PORTION OF THE CONTENT; (II) USE THE CONTENT FOR ANY ILLEGAL PURPOSE OR IN ANY MANNER INCONSISTENT WITH THE PROVISIONS OF THIS TERMS OF USE; NOR (III) USE CONTENT AND/OR CDO2 SYSTEMS IN ANY MANNER NOT PERMITTED HEREUNDER.
2.2 YOU MAY USE CONTENT (SUCH AS DATA SHEETS, KNOWLEDGE BASE ARTICLES, AND SIMILAR MATERIALS) PURPOSELY MADE AVAILABLE BY CDO2 FOR DOWNLOADING FROM THE WEBSITE, PROVIDED THAT YOU (I) DO NOT REMOVE ANY PROPRIETARY NOTICE OR DISCLAIMER LANGUAGE IN ANY COPIES OF SUCH DOCUMENTS, (II) USE SUCH INFORMATION ONLY FOR YOUR PERSONAL, NON-COMMERCIAL INFORMATIONAL PURPOSE AND DO NOT COPY OR POST SUCH INFORMATION ON ANY NETWORKED COMPUTER, MAKE IT GENERALLY AVAILABLE FOR USE, OR BROADCAST IT IN ANY MEDIA, (III) MAKE NO MODIFICATIONS TO ANY SUCH INFORMATION, AND (IV) DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES RELATING TO SUCH DOCUMENTS.
2.3 Modification of Website and Content. The Website and Content are subject to modification by CDO2 to reflect statistical, technical, administrative, market based or similar changes that CDO2 determines in good faith are required or desirable. CDO2 may also make changes to any products or services offered on the Website, or to the applicable prices for any such products or services, at any time, without notice. The materials on this Website with respect to products and services may be out of date, and CDO2 makes no commitment to update the materials on this Website with respect to such products and services.
2.4 No Advice. The Content is intended only for professionals in the financial markets and is not, and should not be construed as financial, legal or other advice of any kind, nor should it be regarded as an offer or as a solicitation of an offer to buy, sell or otherwise deal in any investment. You may not use the Content in, or generate, any advice, recommendations, guidance, publications or alerts made available to your clients or other third parties. Nothing in the Content constitutes a solicitation by CDO2 of the purchase or sale of loans, securities or any investment.
2.5 Limited Use. You shall not use the Content to develop, support, create or provide pricing for any application or product that competes directly with the Content or any other CDO2 product or service offered in the marketplace or would create a functional substitute for any such CDO2 products or Content. You acknowledge that the use, dissemination or distribution by you of information identical or similar to that provided through the Content not in accordance with this Terms of Use shall be deemed a breach of these Terms of Use.
2.6 Delivery and Security. You shall solely be responsible for any and all necessary equipment and connections from your own computer systems to the CDO2 systems that will allow for the delivery of the Content. CDO2 shall have no responsibility for any such equipment or connections. You shall ensure that you have implemented security systems and procedures to prevent the unauthorized access to or misuse or disruption of the Content.
3. Intellectual Property
3.1 Intellectual Property. The ownership and intellectual property rights of the Website including all Content, models, software, data and any materials of the Content, including but not limited to the design, structure, selection, coordination, expression “look and feel” and arrangement of such Content, and enhancements, modifications or additional Content thereto shall be the sole and exclusive property of CDO2 and its licensors as the case may be and you shall not (i) copy or use such material for any purpose (other than that for which it is specifically provided) including reverse engineering or disclose it to any third party for any purpose whatsoever; (ii) by act or omission infringe upon CDO2’s intellectual property rights in the Website. You acknowledge that the Website, was developed, compiled, prepared, revised, selected and arranged by CDO2 and others (including certain information sources (each a “Data Provider”)) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and constitute valuable intellectual property and trade secrets of CDO2.
3.2 Trade Marks. You shall not use any of CDO2’s trademarks, trade names or service marks in any manner, and in no event in a manner accessible by or available to any third party. You acknowledge that you have no ownership or license rights in or to any of these names or marks.
3.3 Reservation of rights. Unless specifically agreed otherwise in writing, you may not use the Content or any services provided by CDO2 for anything other than your own internal business or personal use.
4. Log-in
4.1 You acknowledge that log-on access codes and passwords, which are provided to you are for use only by the Designated Users (as defined in the Agreement), and shall ensure that each log-on access code is kept confidential. You agree to accept sole responsibility for the use and protection of the passwords that CDO2 will present to you and Designated Users, including protecting the confidentiality of such passwords. You shall use commercially reasonable efforts to prohibit or cease any unauthorized access to the CDO2 Services on the Website. The log-ins provided by CDO2 are personal to certain Designated Users and may not be shared.
5. Disclaimer of Warranties and Limitation of Liability
5.1 Disclaimer of Warranties. The Website and Content provided to you by CDO2 shall be on “as is” basis. Neither CDO2, its affiliates nor any Data Provider make any warranty, express or implied, as to the accuracy, timeliness or completeness of the Content or as to the results to be attained by you or others from the use of the Content. You hereby acknowledge that there are no express or implied warranties of title, merchantability or fitness for a particular purpose or use, and that it has not relied upon any warranty, guaranty or representation made by CDO2, its affiliates or any Data Provider, except the representations made by CDO2 specifically set forth in this Terms of Use.
5.2 No Liability. Neither CDO2, its affiliates nor any Data Provider shall in any way be liable to you or any client of you for any inaccuracies, errors or omissions, regardless of cause, in the Content provided hereunder or for any damages (whether direct or indirect) resulting therefrom. Without limiting the foregoing and to the greatest extent permitted by applicable laws, CDO2 shall have no liability whatsoever to you, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by you or any client of you, whether or not based on the Content. You expressly agree that CDO2 shall not be liable for any incomplete, inaccurate or out of date information provided to it by third parties and used in good faith.
5.3 Consequential Damages. Under no circumstances will CDO2 have any liability arising from contract (including under any indemnity, in tort (including negligence), under any warranty (express or implied) under statute or otherwise, in each case for any indirect, incidental, special or consequential damages with respect to the subject matter of this Terms of Use, including lost of profits, regardless of whether such damages could have been foreseen or prevented.
6. Indemnification
6.1 You will indemnify, defend and hold harmless CDO2 and its affiliates, directors, officers, agents employees, successors, assigns and all Data Providers, and each of their affiliates, directors, officers, agents, employees, members, partners, successors and assigns from and against any and all losses, liabilities, damages, costs (including reasonable legal fees) and expenses arising as a result of any claims, suits or proceedings brought by any third party arising from your use of this Website.
7. Violation of These Terms of Use
7.1 You agree that CDO2 may, in its sole discretion and without prior notice, terminate your access to the Website and/or block your future access to the Website if CDO2 determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Website. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to CDO2, for which monetary damages would be inadequate, and you consent to CDO2 obtaining any injunctive or equitable relief that CDO2 deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies CDO2 may have at law or in equity.
7.2 You agree that CDO2 may, in its sole discretion and without prior notice, terminate your access to the Website, for cause, which includes (but is not limited to): (i) requests by law enforcement, regulatory authorities, or other government agencies, (ii) a request by you (self-initiated account deletions), (iii) discontinuance or material modification of the Website or any service offered on or through the Website, or (iv) unexpected technical issues or problems.
7.3 If CDO2 does take any legal action against you as a result of your violation of these Terms of Use, CDO2 will be entitled to recover from you, and you agree to pay, all reasonable legal costs of such action, in addition to any other relief granted to CDO2. You agree that CDO2 will not be liable to you or to any third party for termination of your access to the Website as a result of any violation of these Terms of Use.
8. General
8.1 Variation to Terms of Use. CDO2 reserves the right to change any or all of their Terms of Use at any time, for any reason or without reason. Your use of this Website following any change in the Terms of Use will constitute your agreement to be bound by the new Terms of Use, as changed.
8.2 Relationship between the Parties. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Terms of Use.
8.3 Invalidity. If any provision in or any part of this Terms of Use shall be found to be illegal or unenforceable under any enactment or rule of law then that provision or part shall to that extent be deemed not to form part of this Terms of Use and the remaining provisions shall continue in full force and effect.
8.4 Governing Law. Your access to and use of this Website are governed by and will be construed in accordance with laws of England and Wales, without regard to the principles of conflicts of laws of other jurisdictions. Each party submits to the exclusive jurisdiction of the courts of England and Wales, United Kingdom, for the purposes of determining any dispute arising out of the Terms of Use, its construction or the transactions contemplated by it.
