ACCESS AND USE OF THE CUSIP-BASED ISIN WEB QUERY SERVICE (the “Service”) LICENSE
AGREEMENT
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Please read this license agreement and be sure you understand all the terms and
conditions.
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Press the page down key to read the entire agreement.
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Click the “PRINT” button to print the entire agreement.
IMPORTANT – READ CAREFULLY: You are about to enter into an agreement (the
“Agreement with CUSIP Global Services, the National Numbering Agency for the
United States (“CGS”) ”) for access to the Service. ISIN Numbers are the unique
twelve digit numbers that are recognized by the International Standards Organization
located in Geneva, Switzerland as security identifiers for cross-border securities
transactions
The Service permits authorized end-user subscribers to receive online access to
individual CUSIP-based ISIN numbers and related descriptive data from the Service
(collectively “ISIN Data”) for the limited purposes set forth in this Agreement. CGS
and its licensors are the owners of all right, title and interest in and to
CUSIP-based ISIN Data, including the 9 digit CUSIP number embedded therein. CGS
offers other data products and product delivery options for CUSIP-based ISINs, and
other forms of licenses for uses of CUSIP-based ISINs and related data beyond the
uses permitted by this agreement. For further information, contact CGS.
You will be asked to either accept or decline the terms and conditions of this
Agreement by clicking “I Agree” or “I Decline” at the endof this
Agreement. The Service may not be accessed until you agree to accept the terms and
conditions of this Agreement by clicking “I Agree” below.
By clicking the “I Agree” button at the end, you represent that:
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You are an employee of an entity (“Subscriber”) that intends to use the
Service as provided in this Agreement; and
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You are authorized to enter into this Agreement on behalf of Subscriber; and
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Subscriber agrees to be legally bound by this Agreement.
If you are not authorized by Subscriber to enter into this Agreement or if
Subscriber does not agree to be bound by this Agreement, click the
“I Decline” button.
The Service, including the ISIN Data, is protected by copyright laws and
international copyright treaties, as well as other intellectual property laws and
treaties. The Service is licensed, not sold.
If any of the terms of this Agreement are not acceptable to you and/or Subscriber,
you may not access or use the Service. The term "Subscriber" as used in this
Agreement refers to the entity for which you are employed, which will use the
Service as provided in this Agreement.
1. License.
Subject to the terms and conditions of this Agreement, CGS hereby grants to
Subscriber a non-exclusive, non-transferable and limited license to access and use
the Service.
2. Restrictions on Dissemination and Use.
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The Service is solely and exclusively for the internal use of Subscriber. Internal use shall
mean access and use of the Service and ISIN Data by Subscriber solely in connection with the
trading and administration of securities transactions1, which shall permit
Subscriber to furnish ISIN Data to its customers solely to the extent necessary to trade,
clear and settle such customer’s own securities transactions (i.e., as part of customer
confirmations and customer brokerage statements).
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Except as provided in Section 2(a) above, the Subscriber shall not sell, transfer, assign,
publish, distribute, disseminate or otherwise make available, or reproduce or use, any of
the ISIN Data (including, without limitation, any national identifiers embedded in the ISIN
Data) or any derivation, revision, combination or portion of the ISIN Data to any other
person, organization, affiliate or subsidiary. Subscriber shall also be precluded from
utilizing the Service or the ISIN Data or any portion thereof to act in the capacity as a
commercial service bureau to provide trading, clearance and settlement services on behalf of
non-retail customers.
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Subject to Subscriber’s compliance with the other terms of this Agreement, Subscriber shall
be entitled to incorporate and store any ISIN Data acquired directly from the Service in its
own internal databases and storage devices without the requirement of paying any additional
fees or charges and such stored ISIN Data may continue to be used as needed by the
Subscriber for the limited purposes authorized by section 2(a).
3. Copyrights and Other Proprietary Rights.
The ISIN Data (including the embedded CUSIP numbers) is protected by copyright and other law and
constitutes valuable intellectual property of CGS and its licensors. No proprietary rights in or
to the ISIN Data or Service are being transferred to Subscriber. Subscriber agrees that
misappropriation or misuse of the ISIN Data will cause serious and irreparable damage to CGS and
to its licensors and that, in such event, money damages will not constitute sufficient
compensation to CGS or its licensors; consequently, Subscriber agrees that in the event of any
misappropriation or misuse, CGS shall have the right to obtain injunctive relief.
4. Disclaimer of Warranties and Limitation of Liabilities.
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ISIN DATA HAS BEEN OBTAINED BY CGS FROM SOURCES BELIEVED TO BE RELIABLE. HOWEVER, BECAUSE OF
THE POSSIBILITY OF HUMAN OR MECHANICAL ERROR BY CGS'S SOURCES, CGS OR OTHERS, NEITHER CGS
NOR ITS LICENSORS GUARANTEES THE ACCURACY, ADEQUACY OR COM PLETENESS OF ANY DATA IN THE
SERVICE AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM
THE USE OF SUCH DATA. CGS MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL SUCH
MATERIALS ARE PROVIDED TO SUBSCRIBER ON AN "AS IS" BASIS.
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IN NO EVENT SHALL CGS, ITS LICENSORS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR
INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST PROFITS, LOSS OF
REVENUE AND LOST BUSINESS OPPORTUNITIES), EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF CGS AND ITS LICENSORS AND THEIR RESPECTIVE
AFFILIATES IN ANY AND ALL CATEGORIES, WHETHER ARISING FROM CONTRACT, TORT, WARRANTY,
NEGLIGENCE OR OTHERWISE SHALL, IN THE AGGREGATE, IN NO EVENT EXCEED THE GREATER OF (i) U.S.
$1,000.00 OR (ii) TWO (2) TIMES THE FEE PAID BY SUBSCRIBER FOR ACCESS TO THE SERVICE IN THE
MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN.
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CGS shall not be liable to Subscriber for any default or delay resulting from circumstances
beyond its control.
5. Term and Termination; Remedies for Breach.
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The term of this Agreement shall continue until terminated by either party upon two (2) days
notice to the other party.
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CGS shall have the right to terminate this Agreement immediately upon any breach by
Subscriber of any material term of this Agreement, including, without limitation, in the
event that Subscriber’s use of the Service or ISIN Data is not in compliance with the use
restrictions set forth herein. In such event, CGS shall have the right to decline providing
Subscriber with access to the Service.
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In the event of a breach of any of the provisions of this Agreement by the Subscriber, CGS
shall be entitled to preliminary and permanent injunctive relief to enforce the provisions
hereof. Nothing herein shall preclude CGS from pursuing any action or other remedy for any
breach of this Agreement, all of which shall be cumulative.
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Upon termination of this Agreement and subject to Subscriber’s continuing compliance with
the applicable terms of this Agreement, Subscriber shall be entitled to retain in its
internal databases all ISIN Data acquired directly from the Service and shall be entitled to
continue to use such ISIN Data in accordance with Section 2 hereof. Notwithstanding the
foregoing, in the event that CGS terminates this Agreement as a result of Subscriber’s
breach of this Agreement, Subscriber shall be required to purge all such ISIN Data from its
databases and shall provide CGS with a written certification confirming such action.
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The terms and provisions of Sections 2, 3, 4, 6 and 7 shall survive the termination or
expiration of this Agreement.
6. Fees; Audit Rights.
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Until CGS provides written notice to Subscriber or places a notice on the Service, all fees
and other charges for access to and use of the Service as authorized by this agreement are
hereby waived.
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In the event that CGS has reason to believe that Subscriber may be in violation of the usage
restrictions set forth in Section 2 of this Agreement, CGS shall have the right to audit and
examine Subscriber’s records solely for the purpose of ensuring Subscriber’s compliance with
the usage restrictions set forth in this Agreement. Such audit right shall be exercised upon
advance written notice to Subscriber, and shall be subject to Subscriber’s standard security
procedures and shall be conducted during normal business hours. The scope of any such audit
shall be subject to compliance with any applicable laws relating to confidential customer
information.
7. Miscellaneous.
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Neither this Agreement nor any rights or obligations hereunder shall be assigned or
transferred by Subscriber without the prior written consent of CGS and any purported
transfer of assignment shall be null and void.
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This Agreement represents the entire agreement between the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements (either written or oral).
However, this Agreement is not intended to, and shall not, amend, modify or supersede any
other existing agreement between Subscriber and CGS, or any applicable National Numbering
Agency.
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The terms and conditions of this Agreement are subject to change upon not ice by CGS through
an announcement on the Service. Subscriber’s continued use of the Service after any such
modification of the terms of this Agreement shall constitute Subscriber’s acceptance of such
new or varied terms. In the event that Subscriber is dissatisfied with any such changed
terms, Subscriber’s sole and exclusive remedy shall be to discontinue any further access to
the Service.
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The content of the Service and the ISIN Data is in the discretion of CGS and may be modified
or discontinued at any time without prior notice to Subscriber.
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In the event that CGS prevails in enforcing any of its rights under this Agreement, CGS
shall be entitled to recover its reasonable out of pocket expenses, including legal fees,
incurred in connection therewith.
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This Agreement shall be interpreted, construed and enforced in accordance with the internal
laws of the State of New York, U.S.A. All disputes arising out of or under this Agreement
shall be adjudicated exclusively within the courts located within the courts located within
the County and State of New York, U.S.A., and Subscriber hereby consents to such exclusive
jurisdiction of such courts.
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All notices under this Agreement may be provided by CGS as an announcement through the
Service or to Subscriber’s address given in the subscription form.
BY CLICKING THE “I Agree” BUTTON, YOU ARE CONFIRMING THAT:
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You are authorized to enter into this Agreement on behalf of Subscriber, and
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Subscriber agrees to be legally bound by this Agreement.
DO NOT CLICK THE “I Agree” BUTTON IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT
WITH CUSIP GLOBAL SERVICES.
DO NOT CLICK THE “I Agree” BUTTON IF SUBSCRIBER DOES NOT INTEND TO BE BOUND BY THIS
AGREEMENT.