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1、MASTER SUBSCRIPTION AGREEMENTThis S&P Master Subscription Agreement (“Agreement”) is entered into as of the Effective Date (as set forth below), by and between STANDARD & POORS FINANCIAL SERVICES LLC., a Delaware limited liability company (“SPFS”) whose principal office is located at 55 Water Street
2、, New York, New York 10041; and EFFECTIVE DATE：ADDRESS/ ZIP CODE：CLIENT：TYPE OF LEGAL ENTITY/ PLACE OF FORMATION：For purposes of this Agreement, “S&P” means SPFS or that particular affiliate of SPFS that publishes and/or distributes the Services (as defined below) and that has executed a Services At
3、tachment as provided herein. In consideration of the mutual promises and covenants hereinafter contained, the parties hereto hereby agree as follows:1.License. (a)Subject to the terms of this Agreement, S&P grants to Subscriber (as defined below) a non-exclusive, non-transferable, limited license to
4、 permit Authorized Users (as defined below) to access and use internally the information products, services and software (referred to individually as a “Service” and collectively as the “Services”) identified in the applicable Services Attachment(s) and the accompanying Pricing Schedule(s) attached
5、hereto and incorporated herein in accordance with this Agreement. Unless specified otherwise, reference to a Services Attachment shall include the accompanying Pricing Schedule(s). (b)All access to and use of each of the Services subscribed to hereunder shall be subject to the restrictions stated in
6、 each applicable Services Attachment(s). Any capitalized terms used and defined in this Agreement shall have the same meaning when used in the applicable Services Attachment(s) unless otherwise stated therein. For the purpose of this Agreement, the following terms shall have the meanings given below
7、: (i)“Affiliate” means an entity either directly or indirectly Controlled by, Controlling or under common Control (as defined below) with the entity named as Client. (ii)“Authorized Department” means a division or business unit within Subscriber designated internally to perform a certain business fu
8、nction as described in a Services Attachment and authorized by S&P to access the Services. orized Site” means the Subscriber location(s) stated on the Services Attachment at which Authorized Terminal(s) (as defined below) are located. (iv)“Authorized Terminal” means a computer workstation that at an
9、y given time can be used by a single Authorized User (as defined below) to access the Services. (v)“Authorized Unit(s)” collectively refers to any and all entities/items defined in Section 1(b)(i) - (iv), (vi), (vii) and (xi).(vi)“Authorized User” means an employee of Subscriber authorized by S&P (o
10、r by Subscribers System Administrator as permitted in the applicable Services Attachment(s) to access the Services. (vii) “Client” means the entity identified above. (viii) “Control” means a one hundred percent (100%) equity voting interest or the sole power to direct or cause the direction of the m
11、anagement or policies of the entity, whether through the ability to exercise voting power, by contract or otherwise. (ix)“Distributor” means a third-party distributor or vendor over whose network or through whose services Subscriber may access the Services. (x)“Effective Date” means the date this Ag
12、reement becomes effective as set forth above. (xi)“Subscriber” means the entity or entities (either Client and/or any Affiliate(s) identified on any Services Attachment. (c)Only Subscriber is authorized to access and/or otherwise use the Services under this Agreement and the applicable Services Atta
13、chment(s). For the avoidance of doubt, only those entities that are expressly identified in the applicable Services Attachment(s) as Subscriber will have access to or use of the Services. Except as may be specifically provided in a Services Attachment, the Services shall be used exclusively for Subs
14、cribers own internal business. Subscriber shall not (i) publish, reproduce, and/or otherwise redistribute the Services or any components thereof in any manner (including, but not limited to, via or as part of any Internet site); or (ii) provide access to the Services or any portion thereof to any pe
15、rson, firm or entity other than an Authorized User, including, without limitation, any entity that is affiliated with Subscriber and not expressly identified in the applicable Services Attachment(s). (d)Except as may be specifically provided in a Services Attachment, the Services shall not be used a
16、s part of Subscribers intranet or other internal network. Subscriber shall take all precautions that are reasonably necessary to (i) prevent access to the Services or any component thereof by any individual who is not an Authorized User; (ii) prevent any unauthorized distribution or redistribution o
17、f the Services; and (iii) protect the proprietary rights of S&P, its affiliates, and their third-party licensors in the Services. Subscriber shall not modify, reverse-engineer, disassemble, decompile or store the Services or any software contained therein. Except as may be specifically provided in a
18、 Services Attachment, Subscriber shall not create archival or derivative works based on the Services or any portion thereof. (e)Additional Services may in the future be added to this Agreement if S&P and Subscriber both execute additional Services Attachments identifying the same. When executed by S
19、ubscriber and S&P, each Services Attachment and accompanying Pricing Schedule(s) shall constitute a separate agreement and, except for any provisions herein that are specifically excluded or modified in such Services Attachment, shall incorporate therein the terms and conditions of this Agreement. I
20、n the event of any conflict between the terms of this Agreement and the terms of any Services Attachment, the terms of the Services Attachment shall prevail with respect to that Services Attachment only. Except as may be specifically provided for in a Services Attachment, any modifications contained
21、 in any Services Attachment shall not modify this Agreement with respect to any other Services Attachment. (f)Unless Subscriber enters into a separate license agreement with S&P, Subscriber shall not use or permit use of the Services or any data included therein in connection with the creation, stru
22、cturing, development, managing, trading, marketing and/or promotion of any financial instrument or other investment product that is based on, or seeks to match the performance of, all or any portion of the Services or any data contained therein such as, without limitation, a security whose capital a
23、nd/or income value is calculated based on changes in value of an S&P index. (g)Client and Subscriber shall each ensure compliance with the terms and conditions of this Agreement and the applicable Services Attachment(s). Client and each Subscriber shall be jointly and severally liable for failure of
24、 either Client or Subscriber to comply with the terms and conditions of this Agreement and the applicable Services Attachment(s). 2.Delivery/Access. (a)Subscriber may access the Services by any of the following methods, as stated in the applicable Services Attachment(s), and only in accordance with
25、the limitations and restrictions set forth herein and in such Services Attachment(s). The delivery methods listed below may not be available for all Services. (i)Dedicated Data Line. Subscriber may access the Services via a dedicated data line directly from S&P or S&Ps authorized service facilitator
26、 to Subscribers computer system. S&P shall provide Subscriber with necessary documentation to enable Subscribers computer system to interface directly with S&Ps hosting facility. (ii)Distributor. Subscriber may access the Services over the network operated by a Distributor that has a current written
27、 agreement with S&P permitting distribution of the relevant Services and that is identified in the applicable Pricing Schedule(s). If S&Ps agreement with a Distributor is terminated during the term of any Services Attachment, S&P reserves the right to terminate the provision of the affected Services
28、 upon written notice to Subscriber, unless S&P can deliver the Services through an alternate Distributor or delivery method acceptable to both parties. In such event, S&P shall, at its option, refund or credit Subscriber a prorated portion of any unearned fees prepaid by Subscriber. (iii)Email. Subs
29、criber may access the Services via e-mail delivery directly from S&P or its authorized service facilitator. S&P shall provide Subscriber with all necessary documentation in order to enable Subscribers host system to interface directly with S&Ps or its service facilitators computer facility. (iv)File
30、 Transfer Protocol (“FTP”). Subscriber may access the Services via FTP delivery directly from S&P or S&Ps authorized service facilitator and shall hold any password/user IDs issued by S&P or its service facilitator to the FTP site in strict confidence. S&P shall provide Subscriber with necessary doc
31、umentation to enable Subscribers computer system to interface directly with S&Ps FTP hosting facility. (v)Metadata Reference Feed Delivery. Subscriber may access the Services via Hypertext Transfer Protocol (HTTP) directly from S&P or S&Ps authorized service facilitator and shall hold any password/u
32、ser IDs issued by S&P or its service facilitator to the FTP site in strict confidence. S&P shall provide Subscriber with all necessary documentation in order to enable Subscribers host system to interface directly with S&Ps or its service facilitators computer facility. (vi)S&P CD; S&P Disks. Subscr
33、iber may access the Services via CD-ROM disk(s) (“S&P CD”) or via S&Ps standard layout on diskette(s) (“S&P Disks”) (together, “S&P Hard Media”). S&P shall deliver any S&P Hard Media furnished under this Agreement via first class mail. Subscriber shall install the S&P Hard Media only at the Authoriz
34、ed Sites. Unless otherwise stated in the applicable Services Attachment(s), each S&P Hard Media may only be installed on one Authorized Terminal. S&P warrants that the S&P Hard Media will not be defective when shipped to Subscriber. Subscribers sole and exclusive remedy under this limited warranty i
35、s to return the defective S&P Hard Media to S&P for free replacement within ninety (90) days of shipment, with proof of the date of receipt by Subscriber. SP CD；SP (vii)S&P Proprietary Web Site(s). Subscriber may access the Services via S&P Proprietary Web Site(s). S&P shall provide each Authorized
36、User of the Services via S&Ps Internet web sites or any successor sites with an individual password/user ID unless (i) Subscriber is authorized to act as System Administrator as defined under the applicable Services Attachment(s); or (ii) S&P and Subscriber specifically agree to allow access based u
37、pon recognition by S&Ps web servers of one or more Internet Protocol (“IP”) address(es). Subscriber may have the ability, through hypertext or other computerized “links”, to gain access to other sites on the Internet that are not part of the Services; S&P and its affiliates shall have no responsibil
38、ity or liability for any materials on such other sites that may be accessed through any such link. (viii)Other. Subscriber may access the Services via any additional delivery/access methods provided by S&P as identified in the applicable Services Attachment(s). (b)Subscriber shall hold, and shall en
39、sure that all of its Authorized Users hold, any passwords/user IDs issued by S&P or by Subscriber in connection with access to the Services in strict confidence, and Subscriber shall instruct all Authorized Users of their obligations in this regard. Subscriber shall promptly advise S&P of any actual
40、 or threatened unauthorized disclosure or misuse of the Services or any passwords/user IDs with respect to the Services that come to its attention and shall cooperate with S&P in enforcing the restrictions and limitations set forth herein. S&P shall not be responsible or have any liability for (i) t
41、he procurement, installation or maintenance of any equipment on which the Services are accessed by Subscriber; (ii) any communications connection by which the Services are transmitted; (iii) any communication delays or interruptions of the Services; (iv) the transmission to Subscriber of the Service
42、s beyond the point of S&Ps or its service facilitators computer facility; or (v) any fees payable by Subscriber for any communications lines to any Distributor or to any other person, firm or entity. 3.Term/Termination. (a)This Agreement shall commence on the Effective Date and shall continue in eff
43、ect thereafter for as long as any Services Attachment entered into pursuant to this Agreement remains in effect. The term of each Services Attachment will commence on the Commencement Date stated therein and shall continue for the period(s) specified therein and in accordance with the provisions sta
44、ted therein. In the event of termination of a Service included on a Pricing Schedule containing fees/charges payable to S&P for other Services not being terminated, then the fees/charges stated in the Pricing Schedule for the non-terminated Services shall be adjusted by S&P in accordance with the ap
45、plicable-rate as of the Commencement Date of the applicable Services Attachment. (b)In the event of any breach of any material term or provision by either party of any Services Attachment, the other party may terminate the applicable Services Attachment by giving thirty (30) days prior written notic
46、e thereof, provided however, that such termination shall not take effect if the party in breach cures or corrects the breach within such notice period. In the event of a breach of any material term or provision of this Agreement on the part of Subscriber, S&P shall have the right to terminate this A
47、greement in its entirety. (c)Either party may terminate any or all Services Attachments upon written notice to the other if the other party is adjudicated as bankrupt or if a petition in bankruptcy is filed by or against the other party or if the other party makes an assignment for the benefit of cr
48、editors or an arrangement pursuant to any bankruptcy act or insolvency laws. (d)Subscribers right to receive and use those portions of the Services provided by S&P pursuant to licenses granted to S&P by third-party licensors is subject to automatic termination without liability on the part of S&P ot
49、her than to make a prorated refund to Subscriber of any unearned fees prepaid by Subscriber, if such third-party licenses are terminated for any reason. If S&P determines for any reason to generally discontinue offering or providing the Services or a portion thereof, S&P may terminate that portion of the applicable Services Attachment(s) that relates to such discontinued material; i