Terms and Conditions
1. Scope of Services
By using and/or visiting this website or mobile applications that link to or reference these Terms and Conditions (collectively, including all content and functionality available through pulse.moodysanalytics.com and related domain names and any mobile applications, the “Moody’s Analytics Services”) provided by Cortera, Inc. (“Moody’s Analytics”), you (”you” or “User”) signify your agreement to these terms and conditions (this “User Agreement”)If you do not agree to any of these terms, please do not use the Moody’s Analytics Services. Although Moody’s Analytics may attempt to notify you when major changes are made to this User Agreement, you should periodically review the most up-to-date version. Moody’s Analytics may, in its sole discretion, modify or revise this User Agreement at any time, and you agree to be bound by such modifications or revisions. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits. If you are using the Moody’s Analytics Services on behalf of a company, entity, or organization, you hereby represent and warrant that you are an authorized representative with authority to bind such company, entity, or organization to these terms and conditions and that you hereby exercise such authority by using the Moody’s Analytics Services. You accept this User Agreement by accessing or using the Moody’s Analytics Services in any manner, even if you do not create an account with Moody’s Analytics. You represent and warrant that you are at least 18 years of age and of legal competence to enter into this agreement.
This User Agreement requires that disputes between us be resolved by binding arbitration rather than by jury trials or class actions and limit your remedies in the event of a dispute.
2. Restricted License and Use Restrictions
Moody’s Analytics hereby grants to User a non-exclusive, non-transferable, restricted license (without the right to sublicense) to use the Moody’s Analytics Services solely in connection with present or prospective credit, financial, or risk management transactions with the business entities to which the User’s inquiries relate. User will not use the Moody’s Analytics Services as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or employment purposes, or for any other purposes governed by the Fair Credit Reporting Act. User will use the Moody’s Analytics Services in compliance with all laws, regulations, and ordinances that, in Moody’s Analytics’ opinion, govern the use of the Moody’s Analytics Services, and in compliance with all use restrictions set forth in the Agreement or hereafter adopted by Moody’s Analytics. Specifically, and notwithstanding the generality of the foregoing, User warrants that in utilizing the Moody’s Analytics Services, including but not limited to Moody’s Analytics Decisions, User has and will comply with the federal Equal Credit Opportunity Act, as amended, and its state counterparts, and all other federal, state, and local laws. User’s use of the Moody’s Analytics Services shall be for internal business purposes only. User shall not resell, broker, transfer, or otherwise make the Moody’s Analytics Services and/or the information contained therein available to any third parties. User shall not use the Moody’s Analytics Services, or store the information contained therein, for the purpose of creating product(s) that compete with the Moody’s Analytics Services. You agree that you will not, and will not assist or enable others to:
a. use the Moody’s Analytics Services to threaten, stalk, defraud, incite, harass, or advocate the harassment of another person, or otherwise interfere with another user’s use of the Moody’s Analytics Services;
b. use the Moody’s Analytics Services to submit or transmit spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;
c. use the Moody’s Analytics Services for promotional or commercial purposes, except as expressly allowed in writing by Moody’s Analytics;
d. use the Moody’s Analytics Services for keyword spamming or to otherwise attempt to manipulate natural search results;
e. use the Moody’s Analytics Services to promote bigotry or discrimination against protected classes;
f. use the Moody’s Analytics Services to violate any third-party right, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
g. use the Moody’s Analytics Services to submit or transmit pornography or illegal content;
h. use the Moody’s Analytics Services to solicit personal information from minors or to harm or threaten to cause harm to minors;
i. use the Moody’s Analytics Services in violation of these Terms or any applicable law;
j. modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Moody’s Analytics Services;
k. reverse engineer any portion of the Moody’s Analytics Services;
l. remove or modify any copyright, trademark or other proprietary rights notice on the Moody’s Analytics Services or on any materials printed or copied off of the Moody’s Analytics Services;
m. record, process, or mine information about other users;
n. use any robot, spider, Moody’s Analytics Services search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Moody’s Analytics Services or any Moody’s Analytics Services Content;
o. access, retrieve or index the Moody’s Analytics Services to for purposes of constructing or populating a searchable database of business information or reviews;
p. reformat or frame any portion of the Moody’s Analytics Services;
q. take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on Moody’s Analytics’ technology infrastructure;
r. attempt to gain unauthorized access to the Moody’s Analytics Services, user accounts, computer systems or networks connected to the Moody’s Analytics Services through hacking, password mining or any other means; use the Moody’s Analytics Services to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature ; use any device, software or routine that interferes with the proper working of the Moody’s Analytics Services, or otherwise attempt to interfere with the proper working of the Moody’s Analytics Services; make excessive traffic demands; use the Moody’s Analytics Services to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Moody’s Analytics Services; remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Moody’s Analytics Services, features that prevent or restrict the use or copying of information from the Moody’s Analytics Services, or features that enforce limitations on the use of the Moody’s Analytics Services;
s. use the Moody’s Analytics Services to compare the data and information offered by Moody’s Analytics to that of a competitive service.
To use some of the Moody’s Analytics Services, you may be required to create an account and provide information about yourself to Moody’s Analytics. All information submitted to Moody’s Analytics in connection with the creation of an account must be accurate. You agree not to provide to Moody’s Analytics an email address other than your own. User acknowledges that it is User’s duty to keep secure and hold in the strictest confidence all user identification codes (the “User IDs”) and passwords and the information obtained through the Moody’s Analytics Services. Accordingly, User agrees to: (a) take all commercially reasonable measures to prevent unauthorized access to, or use of, the Moody’s Analytics Services or the data received therefrom, whether the same is in electronic form or hard copy, by any third party. For companies, entities, or organizations, you hereby agree to: (a) restrict access to the Moody’s Analytics Services to employees who have a need to know; (b) immediately deactivate the User IDs of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; and (c) unless otherwise agreed, prohibit the sharing of User IDs amongst employees. You agree to notify Moody’s Analytics immediately of any unauthorized use of your User ID(s).
User agrees that if Moody’s Analytics determines or reasonably suspects that User is reselling or brokering the Moody’s Analytics Services’ information, programs, computer applications, or data, or is otherwise violating any provision of these terms, Moody’s Analytics may take immediate action, including terminating the delivery of, and the license to use, the Moody’s Analytics Services. Moody’s Analytics reserves the right to use whatever means it deems appropriate to monitor User’s compliance with the terms and conditions of this Agreement. Moody’s Analytics reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of the Moody’s Analytics Services, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.
User agrees that (i) he/she/it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she/it is not listed on any U.S. Government list of prohibited or restricted parties.
3. User Submissions
You may submit textual content (the “User Submissions”) through the Moody’s Analytics Services. You understand that, whether or not such User Submissions are published, Moody’s Analytics does not guarantee any confidentiality with respect to any User Submissions. In connection with User Submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Moody’s Analytics to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Moody’s Analytics Services and this User Agreement. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Moody’s Analytics, you hereby grant Moody’s Analytics a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Submissions in connection with the Moody’s Analytics Services and for any other purpose as determined by Moody’s Analytics, its successors, and affiliates. You also hereby grant each user of the Moody’s Analytics Services and any other third parties to whom Moody’s Analytics displays the User Submissions a non-exclusive license to access your User Submissions through the Moody’s Analytics Services or any other means as determined by Moody’s Analytics, and to use such User Submissions as permitted through the functionality of the Moody’s Analytics Services and under this User Agreement or under any other terms as determined by Moody’s Analytics. You also irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to User Submissions. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Moody’s Analytics all of the license rights granted herein. Moody’s Analytics does not endorse any User Submission, and Moody’s Analytics expressly disclaims any and all liability in connection with User Submissions. Moody’s Analytics does not permit copyright infringing activities and infringement of intellectual property rights on the Moody’s Analytics Services, and Moody’s Analytics will remove a User Submission if properly notified that such User Submission infringes on another’s intellectual property rights. Moody’s Analytics reserves the right to remove User Submissions without prior notice or to decline to publish any User Submissions for any reason. You alone are responsible for your User Submissions. You assume all risks associated with your User Submissions, including risk for anyone’s reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in User Submissions that makes you personally identifiable. You may not imply that your User Submission is in any way sponsored or endorsed by Moody’s Analytics. You may expose yourself to liability if, for example, your User Submissions violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is false, intentionally misleading, or defamatory; encourages others to adopt a specific policy or to boycott a business in violation of antitrust laws; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation. Moody’s Analytics and its licensees may display advertisements and other information adjacent to or included with your User Submissions. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice to you. Under no circumstances are you entitled to any compensation for your User Submissions.
4. Claims of Copyright Infringement.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Moody’s a notice requesting that Moody’s remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Moody’s a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent by mail to: Legal Department (DMCA Notices), 405 Howard Street, Suite 300, San Francisco, CA 94105; by email to DMCAnotices@moodys.com; or by fax to +1-415-874-6809. You may contact Moody’s DMCA Agent by phone at +1-415-874-6000. Moody’s suggests that you consult your legal advisor before filing a notice or counter-notice.
Upon subscribing to a paid subscription, User agrees to pay the then-prevailing fees for such subscription as described in the Moody’s Analytics Services. Moody’s Analytics’ prices may be updated from time to time by any of the following methods: online announcements, User bulletins, emails, notices, announcements in invoices, and revised published price lists. Moody’s Analytics is not responsible for ensuring the delivery of any updates to its pricing policies (including additions thereto or deletions therefrom) to User, and all present and future price lists are hereby incorporated by reference into this Agreement. Moody’s Analytics reserves the right at any time to discontinue any pricing or discount promotions at any time.
6. Payment of Fees
User agrees to pay for all services obtained through User’s User IDs when billed by Moody’s Analytics. All unpaid fees and late payments will bear interest at a rate of 18% per annum.
7. Term and Termination
This User Agreement is for services rendered and shall be in full force and effect during such time as Moody’s Analytics is providing the Moody’s Analytics Services to User; provided, however, if Customer has signed a subscription-based order form that incorporates this User Agreement, then (i) Customer may only terminate such subscription at the end of the subscription by providing Moody’s Analytics with written notice at least 30 days prior to the end of the subscription; and (ii) if not terminated, the subscription will automatically renew for successive periods equal to the length of the initial subscription period and Customer may only terminate such renewal subscription at the end of the renewal subscription by providing Moody’s Analytics with written notice at least 30 days prior to the end of the renewal subscription. Moody’s Analytics may disable User’s access to the Moody’s Analytics Services at any time. Moody’s Analytics reserves the right to modify, update, or discontinue the Moody’s Analytics Services at its sole discretion, at any time, for any or no reason, and without notice or liability. Moody’s Analytics may close any user account at any time in its sole discretion. Provisions hereof relating to limits on liability, indemnification, use and protection of information and data, payment for the Moody’s Analytics Services, audits, and disclaimers of warranties shall survive the termination of this User Agreement.
8. Intellectual Property
User agrees that User shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Moody’s Analytics Services’ information, programs, or computer applications. User acknowledges that Moody’s Analytics (and/or their third-party data providers) shall retain all right, title, and interest under applicable contractual, copyright, and related laws in and to the data and information that they provide. User shall use such materials in a manner consistent with Moody’s Analytics’s interests and notify Moody’s Analytics of any threatened or actual infringement of Moody’s Analytics’ rights. User shall not remove or obscure the copyright notice or other notices contained on materials accessed through the Moody’s Analytics Services.
9. Disclaimer of Warranties and Limits of Liability
a. THE MOODY’S ANALYTICS SERVICES AND ALL INFORMATION AND CONTENT IS MADE AVAILABLE TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. MOODY’S ANALYTICS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THIRD PARTY DATA PROVIDERS AND MOBILE APPLICATION DISTRIBUTORS (“COLLECTIVELY THE “MOODY’S ANALYTICS PARTIES”) MAKE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE MOODY’S ANALYTICS SERVICES, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE INFORMATION AND CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF BUSINESS RATINGS AND BUSINESS INFORMATION CONTAINED ON THE MOODY’S ANALYTICS SERVICES, AND (3) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE MOODY’S ANALYTICS SERVICES. THE MOODY’S ANALYTICS PARTIES FURTHER DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM MOODY’S ANALYTICS OR THE MOODY’S ANALYTICS SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.
b. THE MOODY’S ANALYTICS PARTIES DISCLAIMALL LIABILITY FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION, OR (E) LOSS OF INFORMATION OR DATA.
c. THE MOODY’S ANALYTICS PARTIES FURTHER DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE MOODY’S ANALYTICS SERVICESAND INFORMATION AND CONTENT AVAILABLE THROUGH THE MOODY’S ANALYTICS SERVICES. YOUR USE OF THE MOODY’S ANALYTICS SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR PROFITS, ANY LOSS OF DATA, OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE MOODY’S ANALYTICS SERVICES.
d. THE MOODY’S ANALYTICS PARTIES ALSO DISCLAIM ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS LISTED ON THE MOODY’S ANALYTICS SERVICES. YOU ACKNOWLEDGE THAT MOODY’S ANALYTICS HAS NO AFFILIATION WITH SUCH Y BUSINESSES, ADVERTISERS, AND USERS. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, ADVERTISERS, AND USERS ARE SOLELY BETWEEN YOU AND THEM, THOUGH MOODY’S ANALYTICS RESERVES THE RIGHT TO MONITOR DISPUTES BETWEEN YOU AND THEM.
e. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
f. THE MOODY’S ANALYTICS PARTIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO MOODY’S ANALYTICS IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US$100.00.
g. THE MOODY’S ANALYTICS SERVICES MAY CONTAIN HYPERLINKS TO THIRD PARTY WEBSITES (THE “THIRD PARTY SITES”), AND MOODY’S ANALYTICS ASSUMES NO RESPONSIBILITY AND HAS NO CONTROL OVER THE INFORMATION AND OR CONTENT CONTAINED THEREIN. THE MOODY’S ANALYTICS PARTIES ALSO DISCLAIM ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE THIRD PARTY SITES.
You agree to indemnify and hold the Moody’s Analytics Parties, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Moody’s Analytics Services, (ii) your violation of these terms, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Moody’s Analytics reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify and you agree to cooperate with Moody’s Analytics’ defense of these claims. You agree not to settle any matter without the prior written consent of Moody’s Analytics. Moody’s Analytics will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. Governing Law
If you are a citizen or resident of the United States, the law of the state of your residence governs this contract and any claim or dispute that you may have against Moody’s Analytics, without regard to that state’s conflict of laws rules, to the extent that such law is not preempted by federal law. If you are a citizen or resident of another country, the law of the State of Florida shall apply.
12. Inapplicability of United Nations Convention
The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability to this User Agreement.
This User Agreement may not be assigned by User, in whole or in part, without the prior written consent of Moody’s Analytics. For Users that are corporations, organizations, or entities, a change in ownership of twenty percent (20%) or more of the outstanding shares of User shall constitute an assignment.
User understands and agrees that Moody’s Analytics may conduct periodic reviews of User’s use of the Moody’s Analytics Services to ensure compliance with the terms of this User Agreement and Moody’s Analytics’ third party data provider contracts. Violations discovered in any review or audit may be subject to immediate action, including but not limited to the imposition of reactivation fees, the termination of your access to the Moody’s Analytics Services, referral to law enforcement, and/or legal action.
The fees for all Moody’s Analytics Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they will be charged to User’s account
16. User Information
User will immediately notify Moody’s Analytics of any material changes in User’s information. Moody’s Analytics reserves the right to terminate this User Agreement upon receipt of any information which in Moody’s Analytics’ sole discretion would cause User to be unable to comply with the terms and conditions of this User Agreement.
17. Relationship of the Parties
User and Moody’s Analytics are independent contractors of one another. Neither party shall at any time represent that they are authorized agents or representatives of one another. Apple, Inc. and its subsidiaries are intended third party beneficiaries of this User Agreement, and they are entitled to enforce its terms.
18. Changes in User Agreement
19. Agreement to Arbitrate
Please read this carefully. It affects your rights.
a) Disputes Subject to Arbitration. Moody’s Analytics and you agree to arbitrate all disputes and claims between us, including, but not limited to:
• claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
• claims that arose before this or any prior agreement between us (including, but not limited to, claims relating to advertising or disclosures); and
• claims that may arise after the termination of this Use Agreement.
Notwithstanding the foregoing, either party may bring an individual action in small claims court, provided that it seeks relief that does not affect other customers.
Any dispute as to the arbitrability of claims or the scope or enforceability of this arbitration provision, or as to the interpretation of paragraph (19)(e) below, is for the court to decide. This User Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the agreement between us.
(b) Starting the Dispute-Resolution Process. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Moody’s Analytics should be addressed to: Moody’s Analytics, Inc. at 7 World Trade Center, 250 Greenwich Street, New York, NY 10007 USA (attention: General Counsel, Moody’s Analytics). , (“Notice Address”). The Notice must (a) provide your mailing address, phone number, and account name (if any); (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). If Moody’s Analytics and you do not reach an agreement to resolve the claim within 45 days after the Notice is received, you or Moody’s Analytics may commence an arbitration proceeding with the American Arbitration Association (“AAA”).
(c) Costs of Arbitration. Moody’s Analytics will pay all AAA filing, administration, and arbitrator fees for any arbitration we initiate. The payment of those fees for any arbitration that you initiate will be governed by the AAA Rules. The filing fee currently is $125 for claims for up to $10,000 in damages, but is subject to change by the AAA. However, if you initiate an arbitration in accordance with the notice requirements of paragraph (19)(b) and are seeking relief valued at $300 or less (both to you and us), Moody’s Analytics will pay all AAA filing, administration, and arbitrator fees. If your claim is for greater than $300 but less than $10,000, Moody’s Analytics will pay all such fees in excess of $20. After Moody’s Analytics receives notice at the Notice Address that you have commenced such an arbitration, Moody’s Analytics will promptly reimburse you for any portion of the filing fee that you paid that Moody’s Analytics has agreed to pay.
If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA filing, administration, and arbitrator fees shall be governed by the AAA Rules, and You agree to reimburse us for any amounts we have paid on your behalf to the AAA.
(d) Arbitration Procedures. The arbitrator shall be bound by the terms of this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by this arbitration provision. The AAA Rules are available online at www.adr.org or by writing to the Notice Address. The AAA shall administer the arbitration. If the AAA is unavailable, the arbitration will be administered by another arbitration provider that the parties agree to or that the court selects.
Unless Moody’s Analytics and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your residence at the time of the filing of the Demand. If you bring a claim for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.
Arbitrators may consider but shall not be bound by rulings in prior arbitrations involving different customers. Arbitrators shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law.
Unless the parties agree otherwise, you and we must bring all directly related claims in a single arbitration proceeding. If you or we later initiate a subsequent arbitration asserting claims that are directly related to ones that were raised in a prior arbitration between the same parties, the AAA or the arbitrator shall either (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss any claims raised in the subsequent arbitration that would be barred by applicable law if brought in court.
Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Although under some laws Moody’s Analytics may have a right to an award of attorneys’ fees and expenses if it prevails in an arbitration, Moody’s Analytics agrees that it will not seek such an award unless you are represented by an attorney and the arbitrator has determined that your claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).
(e) Prohibition of Class or Representative Actions and Non-Individualized Relief. YOU AND MOODY’S ANALYTICS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both you and Moody’s Analytics agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief is individualized to the claimant and would not affect other Moody’s Analytics users. Neither you nor we may seek non-individualized relief that would affect other Moody’s Analytics users. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(f) Future Changes to Agreement to Arbitrate. Notwithstanding any provision in this User Agreement to the contrary, we agree that if Moody’s Analytics makes any future change to this arbitration provision (other than a change to the Notice Address, website links, or telephone numbers listed in this provision), any such changes will not affect disputes that arose before the effective date of the change.
20. Entire Agreement
Except as otherwise set forth herein, this User Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto. Any new, other, or different terms supplied by User that are not contained in this document, including any terms contained in purchase orders or confirmations issued by User, are specifically rejected by Moody’s Analytics unless Moody’s Analytics agrees to them in a signed writing specifically including those new, other, or different terms. The terms of this User Agreement shall supersede and govern in the event of a conflict with the terms of any other document into which this User Agreement is incorporated by reference. In the event one or more provisions of this User Agreement are deemed unenforceable, the enforceability of the remaining provisions shall remain unimpaired. Any inquiries regarding the Moody’s Analytics Services should be directed to Moody’s Analytics, 901 Yamato Road, Suite 210E, Boca Raton, FL 33431; 877-569-7376; MA_DSCD_Data_Quality@moodys.com.
Last Updated: May 5, 2022