LICENCE AGREEMENT FOR USE OF WEBSITE
Subject to these Terms and Conditions, EuroABS Limited ("EuroABS") hereby grants to you a personal, temporary, non-transferable and non-exclusive licence to use the EuroABS website (“Website”), the EuroABS Documentation Library, the EuroABS Database and any other information from time to time made available to you via the Website (together “the Service”). Your use of the Service constitutes acceptance of and agreement to these Terms and Conditions and Licence Agreement. You have been given a personal password to access the Service. EuroABS reserves the right to restrict your access and may remove your password at any time if it considers that you are or are likely to be in breach of any of these Terms and Conditions and Licence Agreement.
II.REPRESENTATIONS, WARRANTIES AND AGREEMENTS
The Service provided by EuroABS is for Asset Backed Securities professionals only.
You warrant and represent to EuroABS that:
1) if you are resident within, located within, and/or fall within the legal jurisdiction of the United States of America you are a "qualified institutional buyer" as that term is defined in Rule144A under the Securities Act of 1933, as amended (the "1933 Act"), and/or an institutional "accredited investor" meeting the requirements of clause (a)(1), (2), (3) or (7) of Rule 501 of Regulation D promulgated under the 1933 Act;
2) if you are NOT resident within, located within, and/or fall within the legal jurisdiction of the United States of America you are either:
a) a member or employee of member of the recognized Accountancy body of the country of your or your employer’s registered address; or
b) a member or employee of member of the recognized Law Society of the country of your or your employer’s registered address; or
c) a member or employee of a member of a recognized Stock Exchange and/or licensed and regulated by the applicable Securities Regulator of the country of your or your employer’s registered address and a recognized trader or investor in Asset Backed Securities; or
d) an employee of a corporate body engaged in the credit rating, issuing, structuring or administering of Asset Backed Securities; or
e) an employee of an internationally recognized government body, regulatory authority or central bank.
3) if you require access to loan level data under the European Central Bank Loan-level initiative https://www.ecb.europa.eu/mopo/assets/loanlevel/html/index.en.html (“ECB LLD”):
a) you fall into one of the following categories (together the “Eligible Recipients”) for which EuroABS require reasonable proof of the same:
Eligible Recipient Category
a. Banks and other recognised financial institutions
b. Any person or institution that has invested in asset backed securities and covered bonds
c. Organisations or individuals compiling research to be distributed to financial institutions and other wholesale investors
d. Market data or cash flow model providers to the investor community
e. Governmental bodies, regulatory authorities and central banks
f. Recognised rating agencies
g. Any other party which would normally be considered to be a market professional and is a potential investor in asset backed securities and covered bonds
h. Professional advisers representing any of the above.
i. Academic Institutions
• Categories a, b, f and g are for regulated entities only.
• For category c some form of evidence may be required to confirm such an engagement, a copy of research to be provided to EuroABS and EuroABS to be acknowledged as the data source where appropriate.
• For category h some form of evidence may be required to confirm such an engagement e.g. letter from engaging party, the engaging party being from categories a or b.
• For category i Academic Institutions would be expected to provide confirmation of the intended research to be undertaken in the form of a written request from the institution’s departmental head.
b) You may access the ECB LLD for internal business purposes only. You may only use the ECB LLD for the purpose of research on regulatory issues and analysing and assessing Asset Backed Securities related to the ECB LLD (“Permitted Use”) but may not use the ECB LLD for any further purposes. All other copying, publication, or re- distribution of ECB LLD is strictly prohibited unless with the prior written consent of EuroABS. You will not use or attempt to use ECB LLD with or without any additional data set to re-identify any individuals, to which the ECB LLD may relate. If with the written permission of EuroABS you copy or make available ECB LLD to any third party you will ensure this third party is aware of and agrees to the Permitted Use and this whole Licence Agreement, Terms and Conditions and most particularly this section II.3.
You acknowledge and agree that:
i. nothing in the Service constitutes an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy;
ii. any such offer of securities referenced by the Service was made pursuant to the prospectus or private placement memorandum, as the case may be, prepared by the issuer of such securities;
iii. any prospectus or private placement memorandum referenced or provided by the Service has not been updated since the date specified therein and, as such, the information contained therein may not be true and accurate as of today;
iv. neither EuroABS nor any of its sponsors, affiliates or agents make any representation or warranty, whether express or implied, as to the accuracy or completeness of any information contained in the Service;
v. you will not make any investment decision using or based in any way on any information referenced or provided by the Service;
vi. you rely on any information referenced or provided by the Service at your own risk and shall have no recourse against EuroABS or any of its partners, affiliates, advisors, sponsors, counsel or agents, including the preparers of such reports, in the event of any errors therein or omissions therefrom;
vii. by providing the Service, EuroABS is not acting as a fiduciary or advisor for you, any of your affiliates or any of your or their respective partners, affiliates, advisors, counsel or agents.
The Service may be used only by you. You shall keep your password confidential. You may not share your password with any other person. You may not resell or otherwise transfer or allow the use of the Service, or any part thereof, directly or indirectly, by or for the benefit of, any other person or organization. You agree to treat the Service as proprietary to EuroABS. You agree to take all steps reasonably necessary (or requested by EuroABS) to protect the rights of EuroABS.
Without limiting any other provision of these terms and conditions, you will not use or permit use of the Service to verify or correct data in any other compilation of data or index nor shall you, Unless EuroABS has, in writing, authorised you to do so, use or permit anyone else to use the Service or any portion thereof in connection with the writing, trading, marketing or promotion of any financial instruments or products, including, but not limited to, synthetic or derivative securities (e.g., options, warrants, swaps, and futures), whether listed on an exchange or traded over the counter or on a private-placement basis or otherwise (except as expressly provided herein) or to create any indices (custom or otherwise).
You may download information contained in the Service for your own use or for the purposes of your employer, subject to these Terms and Conditions. You may not, however, without the written permission of EuroABS, (i) copy any component of the Service (including, without limitation, to a mainframe central processing unit), (ii) alter, modify or adapt any component of the Service, including but not limited to translating, decompiling, disassembling or creating derivative works, or (iii) make any component of the Service available to any other person or organization directly or indirectly, for any of the foregoing or for any other use, including, without limitation, by loan, rental, service bureau, external time sharing or similar arrangement.
You further agree to reproduce on all copies of any information contained in the Service authorised by EuroABS (all of which shall be the property of EuroABS) all copyright, proprietary rights and restrictive legends appearing on the original copy of such information.
You acknowledge that in the event of a breach by you of the provisions of this Paragraph 3, EuroABS may suffer injury for which damages may not be an adequate remedy at law and therefore EuroABS shall be entitled (in addition to money damages) to injunctive or other equitable relief to prevent or curtail any breach thereof, threatened or actual.
EuroABS will not be held liable or responsible for any applicable sales, personal property, benefit in kind, ad valorem or other tax that the user may be required to pay as a result of these Terms and Conditions or use of the Service.
V.PURCHASE OF ADVANCE CREDITS
If advance credits have been purchased for your use of the Service, you may only use the Service to the extent that sufficient credits are available for you to do so: after expiry of all available credits, you will be invited to purchase further credits and access to the Service will be blocked automatically until further credits have been purchased.
Credits may be purchased by EuroABS-approved credit or debit cards or other payment methods agreed in advance by EuroABS. EuroABS reserves the right to specify any method of payment for credits.
Credits may be used to access the Service but their use for the purchase of other products and services offered by EuroABS shall be subject to EuroABS’ discretion.
Credit balances shall expire automatically one hundred and eighty (180) days after last use of any such credit balance. Further access to the Service will be denied until new credits are purchased.
VI.DISCLAIMERS; LIMITATION OF LIABILITY
NOTHING IN THESE TERMS AND CONDITIONS SHALL EXCLUDE OR LIMIT ANY LIABILITY OF EuroABS WHICH MAY NOT BE EXCLUDED OR LIMITED BY LAW. SUBJECT TO THE PRECEDING SENTENCE, THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" BASIS AND WITHOUT GUARANTEE OF CONTINUOUS AVAILABILITY. NEITHER EuroABS NOR ANY OF ITS EMPLOYEES, OFFICERS OR REPRESENTATIVES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF), AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW EuroABS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF CONTINUOUS AVAILABILITY OF THE SERVICE, ORIGINALITY, ACCURACY, COMPLETENESS, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK OF ANY USE YOU MAY MAKE OF THE SERVICE. IN NO EVENT SHALL EuroABS OR ANY OF ITS EMPLOYEES, OFFICERS OR REPRESENTATIVES, BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, LOSS OF ANY ANTICIPATED BENEFIT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF MANAGEMENT TIME, BUSINESS INTERRUPTION OR THIRD PARTY LIABILITY OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE FORM OF ACTION, EVEN IF EuroABS HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT SHALL EuroABS’ AGGREGATE LIABILITY TO YOU IN RELATION TO THE SERVICE EXCEED THE PRICE PAID BY YOU TO USE THE SERVICE. THE DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN THIS PARAGRAPH ARE IN ADDITION TO, AND BY NO WAY IN LIMITATION OF, THE ACKNOWLEDGEMENTS AND AGREEMENTS SET FORTH IN PARAGRAPH 2.
You agree to indemnify and hold harmless EuroABS, its sponsors, affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and costs, as incurred, arising in any manner out of your or any third party's use of, or inability to use, the Service or any breach by you of any of these Terms and Conditions.
You acknowledge that (i) you receive no proprietary rights whatsoever in or to the Service, and (ii) that title and ownership rights in and to the Service and all the rights therein and legal protections with respect thereto remain exclusively with EuroABS or its licensors. You shall not, and shall not assist any third party to, assert any rights in the Service or any component thereof or challenge EuroABS's rights therein.
EuroABS may modify these Terms and Conditions from time to time and will display notice of any such changes on the EuroABS website.
EuroABS’ rights shall not be prejudiced by any indulgence, forbearance or previous waiver extended to you.
If any provision of these Terms and Conditions shall for any reason be declared to be void or illegal, the enforceability of the remaining Terms and Conditions shall not be affected. In addition, the parties agree that such void or illegal provision shall be construed in a manner designed to effectuate its purpose to the fullest extent enforceable under applicable law.
XII.JURISDICTION AND GOVERNING LAW
These Terms and Conditions are governed by the laws of England and the parties hereby submit to the exclusive jurisdiction of the courts of England, provided that (and without prejudice thereto) EuroABS ny shall be entitled to apply for any provision of conservatory measures or interim relief in any other court having jurisdiction.
All remedies set forth in these Terms and Conditions are cumulative and in addition to and not in lieu of any other remedy of EuroABS at law or in equity.