TERMS OF SERVICE
DFND Analytics, LLC (“DFND”) is a Delaware limited liability company.
GOVERNING AGREEMENT. This Website Terms of Service (“Agreement”) is a legal contract between DFND and the person, entity, partnership, or organization (the “User”) accessing and/or using the website http://dfnd.net and its associated webpages, blog, applications, data, documentation, and/or software (the “Website”). Please read this Agreement carefully. By accessing and/or using the Website, User accepts and agrees to be bound and abide by this Agreement. If User does not accept and agree to be bound and abide by this Agreement, User must not use the Website. If this Agreement conflicts with information provided elsewhere on the Website, this Agreement controls. DFND suggests that User print a copy of this Agreement for User’s records.
CHANGES TO THE AGREEMENT. DFND may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when they are posted, and apply to all access to, and use of, the Website thereafter. User’s continued use of the Website following the posting of the revised Agreement means that User accepts and agrees to the changes. The most current version of the Agreement will supersede all previous versions. Please check for any changes periodically. Disputes arising under the Agreement will be resolved in accordance with the version of the Agreement in place at the time the dispute arose. If at any point User does not agree to any portion of the then-current version of the Agreement, User must immediately stop using the Website.
ACCESSING WEBSITE MATERIALS. The materials and information (the “Information”) provided on the Website are free, for general informational purposes only, and designed to enable User to learn more about the products and services that DFND offers to its customers. The Information does not, and is not intended to, constitute professional advice. User may not rely on the Information as such. DFND reserves the right to withdraw or amend all or part of the Website, in its sole discretion without notice. DFND shall not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, and at its sole discretion, DFND may restrict access to some parts of the Website, or the entire Website to User.
USER CONTENT. DFND may offer User the opportunity to post comments to a blog or to the Website (“User Content”). Users must abide by any registration requirements set forth by DFND before posting or contributing User Content. By posting or contributing User Content, User grants DFND a non-exclusive, royalty-free, perpetual, and worldwide license to use User Content in connection with the operation of the Website or DFND’s business, including, without limitation, the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User Content, and/or to incorporate it into a collective work. User agrees to not to submit User Content that:
- User does not have permission or authority to submit;
- violates any confidentiality agreements or obligations to which User is subject;
- violates a third party’s intellectual property, privacy, publicity, or proprietary rights;
- is false, defamatory, obscene, discriminatory, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, harmful, or otherwise objectionable;
- violates any applicable laws, statutes, ordinances, rules, regulations, or ethical codes; or
- falsely or misleadingly implies or states that it emanates from or is endorsed by DFND or any other person or entity.
CONFIDENTIALITY OF COMMUNICATIONS. Email and the Internet are not secure methods of transmitting information. DFND does not, and cannot, guarantee the confidentiality or security of any communications or User Content sent by email or through the Website. User agrees not to send any confidential, proprietary, or other sensitive information to DFND through email or the Website, unless otherwise agreed to in writing with DFND. Unsolicited information and User Content may not be treated as confidential.
RESTRICTIONS. By accessing and/or using the Website, User shall not:
- (a) violate applicable local, state, national or international laws, statutes, ordinances, rules, regulations or ethical codes, including confidentiality, data protection, and intellectual property laws;
- (b) copy the Website, Information, or Materials (as that term is defined in Section 13), except as expressly permitted by this Agreement for User’s own personal use;
- (c) use the Website, Information, or Materials in a manner that: (i) violates, exploits, or harms, or attempts to violate, exploit, or harm, the legal rights (including the rights of publicity and privacy) of any person or third party, including minors; (ii) promotes any illegal activity, or advocates, promotes or assists any unlawful act; (iii) causes annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any person or third party; (iv) stalks, harasses, intimidates, or harms any person or third party; (v) tracks any person or third party without their explicit consent;
- (d) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Website, Information, or Materials, or any part thereof;
- (e) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Website, Information, or Materials, including any copy thereof;
- (f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Website;
- (g) advertise or promote other programs, products, or services without specific authorization provided in advance by DFND;
- (h) use the Website to generate or distribute “junk mail”, “spam”, “chain letters”, unsolicited mass distribution of text messages, faxes, email, or bulletin board postings, or any other similar solicitation;
- (i) attack or attempt to destabilize, damage, disable, overburden, gain unauthorized access, interfere, or impair the Website or associated software, hardware or equipment, or
- (j) disrupt or interfere with the Website or another user’s use of the Website.
DFND’S RIGHTS. DFND has the right to:
- (a) Take any action if DFND believes any User has violated this Agreement; infringed any intellectual property right or other right of any person or entity; threatened the personal safety of users of the Website or the public; or created liability for DFND;
- (b) Disclose User’s identity or other information about User to any third party who claims that material posted by User violates their rights, including their intellectual property rights or their right to privacy or publicity;
- (c) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; and
- (d) Terminate, block, or suspend User’s access to the Website without notice to User, if DFND determines in its sole discretion that User has violated this Agreement.
Without limiting the foregoing, DFND has the right to fully cooperate with any law enforcement authorities or court order requesting or directing DFND to disclose the identity or other information of anyone accessing, using, and/or posting any materials on or through, the Website.
NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES.
THE WEBSITE AND INFORMATION ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DFND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE AND INFORMATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, DFND PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE WEBSITE OR INFORMATION WILL MEET USER’S REQUIREMENTS, BE ACCURATE, COMPLETE, OR CURRENT, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, BE COMPLETELY SECURE, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, INCLUDING, WITHOUT LIMITATION THE CONTENT AND ANY ERRORS CONTAINED THAT ARE PROVIDED BY THIRD PARTIES.
The Information on the Website is general in nature and may not reflect current developments. DFND does not undertake any obligation to update the Information on the Website. User’s decision to access and/or use the Website, the Information, or any other sites or internet services accessible from the Website is at User’s own risk.
User understands and agrees that User’s use, access, download, or otherwise obtaining Information, materials, or data through the Website is at User’s own discretion and risk, and that User will be solely responsible for any damage to User’s property (including User’s computer system) or loss of data that results from the download or use of such Information, material, or data.
Please note that some jurisdictions may not allow the exclusion of implied warranties or the limitation of certain types of liability and damages and, as a result, some of the above exclusions and limitations may not apply to User.
DFND makes the Website available via the Internet and/or mobile application. User is responsible, at User’s own expense, for establishing the Internet and/or data connectivity necessary to access the Website, and for ensuring that such connections are secure according to current industry standards. User acknowledges that Internet and/or data connectivity can be unpredictable, insecure, and unstable, and therefore, DFND cannot guarantee uninterrupted access to the Website and disclaims all liability in connection therewith. DFND is not responsible for security incidents or breaches arising from or attributable to User’s Internet and/or data connection, and User agrees to waive any and all claims against DFND in connection therewith.
LIMITATION OF LIABILITY.
IN NO EVENT, AND UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL DFND, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR DAMAGES RESULTING FROM LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, LOST DATA, LOSS OF GOODWILL, LOST OPPORTUNITIES, COSTS OF COVER, COMPUTER FAILURE, MALFUNCTION, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, OR INABILITY TO USE, OF THIS WEBSITE, ANY WEBSITE LINKED TO THIS SITE, OR THE INFORMATION CONTAINED ON THIS OR ANY SUCH WEBSITE.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR DFND WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO USER.
If any part of these warranty disclaimers (Section 9) or limitations of liability (Section 10) is found to be invalid or unenforceable for any reason or if DFND is otherwise found to be liable to User in any manner, then DFND’s aggregate liability for all claims under such circumstances for all liabilities, shall not exceed one hundred dollars ($100).
USER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS DFND, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, ACTIONS, EXPENSES, SETTLEMENTS, INTEREST, PENALTIES, FINES, OR FEES OF WHATEVER KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND INVESTIGATION COSTS) ARISING OUT OF OR RELATING TO: (A) USER’S USE OR MISUSE OF THE WEBSITE AND/OR INFORMATION; (B) USER’S VIOLATION OF THIS AGREEMENT; OR (C) VIOLATION OF ANY LAW OR THIRD-PARTY RIGHTS.
DFND RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY USER, IN WHICH EVENT USER WILL COOPERATE WITH DFND IN ASSERTING ANY AVAILABLE DEFENSES.
INTERNATIONAL USERS. DFND and the Website are operated within the United States in accordance with United States laws and regulations. The Website is directed to persons in the United States. DFND makes no claim that the Website may be utilized or accessed outside the United States. If User is visiting the Website or otherwise interacting with DFND from outside the United States, User explicitly accept that User’s information may be transferred to, stored, and processed in the United States where laws regarding processing of personal information may differ than the laws in your country. User is responsible for compliance with the laws of User’s jurisdiction. User agrees not to access or use the Website from a territory that is embargoed by the United States or from which it is illegal to receive products or services from the United States. User also agrees to ensure that the Website is not accessed or used by persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
INTELLECTUAL PROPERTY RIGHTS. The Website and its entire contents, features and functionality (including but not limited to all Information, software, computer code, text, displays, images, video and audio, and the design, selection and arrangement thereof) (the “Material”), are owned by DFND, its licensors or other providers of such Material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
DFND’s name, the mark DFND, DFND’s logo, and all related names, logos, product and service names, designs and slogans are trademarks of DFND or its affiliates or licensors. User shall not use such marks without the prior written permission of DFND. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.
User is authorized to view one copy of the Material for User’s personal, non-commercial use only, subject to the following provisions: (a) the copyright or other proprietary notices are kept intact; and (b) the information is not altered in any way. Any other use of the Material is strictly prohibited.
User agrees not to reproduce, republish, sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. DFND reserves all rights to the Materials not expressly granted in the Agreement.
If User wishes to make any use of Information or Material on the Website other than that set out in this section, please address the request to DFND at the address set forth at the end of this Agreement:
THIRD PARTY SITES, PRODUCTS AND SERVICES; LINKS. The Website may contain links to other websites solely as a convenience to users (“Linked Sites”). The Linked Sites are not under the control of DFND and DFND is not responsible for, and does not endorse, the contents, information, materials, products, or services contained on or accessible through any Linked Site. Access and use of Linked Sites, including the information, materials, products, and services on or available through Linked Sites is solely at User’s own risk, and in accordance with such third parties’ policies and practices.
USER IS AGREEING TO FOREGO USER’S RIGHT TO PURSUE CLAIMS AGAINST DFND IN COURT. THE PARTIES’ RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR, CHOSEN BY DFND IN ITS SOLE DISCRETION, AND NOT A JUDGE OR JURY. AN ARBITRATOR’S AWARD AND DECISION IS AS ENFORCEABLE AS A COURT ORDER AND IS SUBJECT TO VERY LIMITED COURT REVIEW.
Arbitration will be subject to the Federal Arbitration Act, and administered by the American Arbitration Association (“AAA”). The arbitration will be governed by the Commercial Arbitration Rules, as modified by this Agreement, and by the Supplementary Procedures for Consumer Related Disputes, if deemed applicable by the arbitrator (the “Rules”).
The following rules will apply to arbitration between the parties:
- (a) Arbitration will be conducted by written submissions, or if the arbitrator deems it appropriate, by telephonic hearing. In addition, if a claim exceeds what may be recovered in small claims court, the arbitrator may deem it appropriate to hold an in-person hearing in a location agreed upon by the parties. If the parties cannot agree, then the arbitrator will determine a location that is reasonably convenient for the parties.
- (b) The arbitrator’s ruling is binding.
- (c) A PARTY CAN ONLY BRING A CLAIM IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
- (d) If User demonstrates that the costs or arbitration will be prohibitive as compared to costs of litigation, DFND will pay as much of User’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation. DFND also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration.
- (e) The arbitrator shall honor claims of privilege and privacy recognized at law.
- (f) A decision by the arbitrator (including any finding of fact and/or conclusion of law) against either party shall be confidential unless otherwise required to be disclosed by law or by any administrative body, and may not be collaterally used against either party in existing or subsequent litigation or arbitration.
- (g) Each party shall pay its own attorneys’ fees and expenses.
Notwithstanding the foregoing, either party may bring an individual action in any small claims court that has jurisdiction over the matter.
Further, claims of defamation, invasion of privacy, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought in the courts located in New York, and the parties agree to submit to the personal jurisdiction of such courts. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling. A request for interim measures shall not be deemed a waiver of the right to arbitrate. With the exception of subpart (c) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (c) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be void, and neither party shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between User and DFND shall be exclusively brought in the state or federal courts of New York. User can find out more AAA and how to file an arbitration claim at http://www.adr.org or by calling 800-778-7879.
CHOICE OF LAW AND JURISDICTION. This Agreement and any action related to or arising from its terms are governed by the substantive state and federal laws of New York, without regard to its conflict of laws rules. The parties agree to exclusive venue and personal jurisdiction in the state or federal courts of New York in New York County. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
LIMITATION ON TIME TO FILE CLAIMS.
ANY CAUSE OF ACTION OR CLAIM USER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
SEVERABILITY AND INTEGRATION. This Agreement (including any supplemental terms, policies, rules and guidelines that are made a part of the Agreement by reference herein) constitutes the entire agreement between User and DFND, and supersedes all prior oral or written communications. A printed copy of the Agreement and all electronic notices or communications will be admissible in judicial or administrative proceeds in the same manner as other business records or documents. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
NOTICE. All notices required by this Agreement must be in writing and sent to DFND at the address set forth at the end of this Agreement.
- (a) Except where provided otherwise, the parties’ rights are cumulative. The term “including” means “including, but not limited to.” Headings are for reference only.
- (b) User may not assign this Agreement to any party without the prior written consent of DFND.
- (c) DFND may assign this Agreement without User’s consent to: (i) a subsidiary or affiliate; (ii) an acquirer of DFND’s business or assets; or (iii) a successor by merger. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
- (d) No joint venture, partnership, employment, or agency relationship exists between User and DFND as a result of this Agreement or use of the Website.
- (e) DFND’s failure to enforce any right or provision in this agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by DFND in writing.
Please contact us at the following address:
DFND Analytics, LLC
One Penn Plaza
New York, NY 10119
Service (at) dfnd.net
Effective date: December 3, 2015