Clickwrap Agreement
Thank you for your interest in S&P Dow Jones Indices LLC’s ("S&P DJI") report, including those portions prepared by Ernst & Young LLP ("EY") (the "Report") on its adherence with the criteria of the Principles for Financial Benchmarks Final Report published by the Board of the International Organization of Securities Commissions ("IOSCO") dated as of July 2013 and available online at URL http://www.fsa.go.jp/inter/ios/20130718-1/03.pdf (the "IOSCO Principles for Financial Benchmarks" or the "Principles").
This Report is intended solely for the information and use of S&P DJI, user entities and prospective user entities of S&P DJI’s benchmarks, entities providing services to such user entities, and regulators, and others who have sufficient knowledge and understanding of the following:
- · The nature of the service provided by S&P DJI;
- · Internal control and its limitations;
- · The criteria of the IOSCO Principles; and
- · The risks that may threaten the achievement of the criteria of the IOSCO Principles and how controls address those risks.
In order to access the Report, you must accept the following terms and conditions listed in Paragraphs 1 through 9 below by clicking "I ACCEPT". Once you click "I ACCEPT" your acceptance is final. To cancel, or if you do not agree to the following terms and conditions, click "CANCEL."
By clicking on the "I ACCEPT" button below, you agree, on behalf of yourself and the entity obtaining access to the Report hereunder (the "Recipient"), to be bound by all of the below covenants, understandings, terms and conditions. Such acceptance and agreement shall be deemed to be as effective as a written signature by you, the recipient of the Report (also referred to herein as, the Recipient), and this agreement shall be deemed to satisfy any writings requirement of any applicable law.
- Certification. You certify that you are one of the classes of users listed above with sufficient knowledge and understanding to use the Report.
- Use of Report. S&P DJI has published the Report for informational purposes only. You agree that you will access and use the Report only for your internal and non-commercial purposes. You acknowledge and agree that you shall not use the Report as the basis of a claim against S&P DJI or its affiliates including its parent company S&P Global Inc. or EY. None of such parties will have any liability in contract, tort, or otherwise to you or any other third party in relation to the contents of the Report.
- Voluntary Alignment and Interpretation of Principles. As recognized by IOSCO, S&P DJI’s and other Benchmark Administrators’ adherence with the Principles is voluntary. The Principles suggest that Benchmark Administrators use proportionality in implementing the Principles. Accordingly, the Report and S&P DJI’s adherence with the Principles reflect S&P DJI’s interpretation of the Principles based on its experience in providing indices and principles of proportionality.
- Updates to Business Operations. S&P DJI may update, modify, or adapt its business practices, procedures and/or policies referenced in the Report from time to time as a result of changing business conditions or to comply with legal or regulatory requirements or guidelines.
- Effect of the Report. The Report summarizes S&P DJI’s current business practices, procedures and policies, but the Report is not intended to create or memorialize any obligation of S&P DJI vis-a-vis any third party. The Report is not intended to modify, amend, or supplement any agreement between S&P DJI and any third party.
- Terms of Use; General Disclaimer. These terms are in addition to and supplement the Terms of Use of S&P DJI’s website, which Terms of Use are incorporated herein by reference. The Terms of Use are available online at URL http://www.spindices.com/terms-of-use/. The Report is also subject to S&P DJI’s General Disclaimer, which is incorporated herein by reference. The General Disclaimer is available online at URL http://www.spindices.com/regulatory-affairs-disclaimers/. Without limiting the generality of the foregoing, the Report will be considered to be "Content" pursuant to the Terms of Use and General Disclaimer. Notwithstanding anything to the contrary set forth in these terms and conditions or in the Terms of Use of S&P DJI's website, redistribution and/ or reproduction of the Report in whole or in part are prohibited without written permission of S&P DJI. Distribution or disclosure of any portion of the Report or any information or advice contained therein is prohibited.
- General Terms. There are no third party beneficiaries of these terms other than S&P DJI’s affiliates including its parent company, S&P Global Inc., and EY. Terms used herein and not otherwise defined have the meanings assigned to them in the Principles. These terms may be updated from time to time. These terms were last updated on December 6, 2016.
- EY was engaged by S&P DJI to perform an examination on management's assertion regarding their adherence with the IOSCO Principles for Financial Benchmarks for the period June 1, 2017 to May 31, 2018 (the "Services"). S&P DJI has informed EY that it wishes to disclose a copy of the Report in connection with the Services to the entity obtaining access hereunder (referred to herein as, the "Recipient").
The Recipient understands that the Services were undertaken, and the Report was prepared, solely for the information and use of S&P DJI and its specified users, and was not intended for use by any other persons. EY has made no representation or warranty to the Recipient as to the sufficiency of the Services, or otherwise with respect to the Report. Had EY been engaged to perform additional services or procedures, other matters might have come to EY’s attention that would have been addressed in the Report.
The Services did not constitute (1) an audit, review or examination of financial statements in accordance with generally accepted auditing standards of the American Institute of Certified Public Accountants or the standards of the Public Company Accounting Oversight Board, (2) an examination of prospective financial statements in accordance with applicable professional standards, or (3) a review to detect fraud or illegal acts. The Services did not include any procedures to test compliance with the laws or regulations of any jurisdiction.
The Recipient further acknowledges and agrees that it does not acquire any rights against EY, any other member firm of the global EY network, or any of their respective affiliates, partners, agents, representatives or employees (collectively, the "EY Parties"), and EY assumes no duty or liability to the Recipient in connection with the Services or the Report. The Recipient may not rely on the Report and will not contend that any provisions of United States or state securities laws could invalidate or avoid any provision of this agreement.
In addition, except where compelled by legal process (of which the Recipient shall promptly inform EY and tender to EY, if EY so elects, the defense thereof), the Recipient will not disclose, orally or in writing, the Report or any portion thereof, or make any reference to EY in connection therewith, in any public document or to any third party.
The Recipient (for itself and its successors and assigns) hereby releases each of the EY Parties from any and all claims or causes of action that it has, or hereafter may or shall have, against them in connection with the Report, the Recipient’s access to the Report, or EY’s performance of the Services. The Recipient shall indemnify, defend and hold harmless the EY Parties from and against all claims, liabilities, losses and expenses suffered or incurred by any of them arising out of or in connection with (1) any breach of this agreement by the Recipient or its representatives; and/or (2) any use or disclosure of, or reliance on, the Report or any portion thereof to or by any other party that obtains access to the Report, directly or indirectly, from or through the Recipient or at its request.
- Governing Law/Forum. These terms and any disputes regarding these terms or the Report shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and fully to be performed therein by residents thereof, without regard to its principles of conflicts of law. You agree that the state and federal courts of New York shall have exclusive jurisdiction over all matters arising under or relating to these terms or the Report and you irrevocably consent to such jurisdiction.
