PORTAL USER AGREEMENT

LAST UPDATED: April 24, 2017

READ CAREFULLY:  MOODY’S ANALYTICS, INC. OR ITS AFFILIATES (“MOODY’S”, “WE” OR “US”) MAKES THE ONLINE PORTAL AVAILABLE THROUGH INTERNET SITES OPERATED BY OR FOR MOODY’S (THE “SITE”).  THE SITE, AND THE SERVICES PROVIDED THROUGH THE SITE (THE “SERVICES”), ARE MADE AVAILABLE BY MOODY’S TO THE BUSINESS (WHETHER ORGANIZED AS A LEGAL ENTITY OR A SOLE PROPRIETORSHIP) THAT YOU REPRESENT ( “USER”) ONLY UPON THE CONDITION THAT USER ACCEPTS ALL OF THE TERMS CONTAINED IN THIS PORTAL USER AGREEMENT (THE “AGREEMENT”).  BY CLICKING THE CHECKBOX INDICATING “I CERTIFY THAT I HAVE READ AND AGREE TO THE TERMS OF USE,” (A) YOU REPRESENT AND WARRANT THAT YOU ARE ACTING AS A DULY AUTHORIZED REPRESENTATIVE, AND IN THE NAME AND ON BEHALF OF, USER, WITH THE LEGAL AUTHORITY TO BIND USER TO THIS AGREEMENT, AND (B) USER AGREES TO ENTER INTO THIS AGREEMENT AND TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.

Capitalized terms that are not otherwise defined will have the meanings set forth in Section 8.

  1. Services
  1. Right to Access; Restrictions

Subject to User’s compliance with all the terms and conditions of this Agreement, including the Policies, solely during the term of this Agreement, Moody’s grants to User a limited, non-exclusive, revocable, non-sublicensable, and non-transferable right to access the Site, and to use the Services and any Content specifically provided to User by Moody’s through the Services, solely in support of User’s financial and credit analysis in support of User’s business.

Any use of the Site, Services, or Content is at User’s own risk.  Except as expressly authorized under this Agreement or by Moody’s in writing, User must not, and will not permit, encourage, or assist anyone else to: (a) record, store or copy the Site, Services, or Content, (b) modify, distribute, publicly display, publicly perform, or otherwise make available to the public, resell, publish, or otherwise provide access to the Site or Services or compile or collect any Content, (c) rent, lend, lease, loan, offer, sell, or sublicense access to the Site or the Service, or any Content, in whole or in part, to another person (except to the extent that Moody’s enables sharing functionality designed to permit access by others) or use the Site or the Service to provide any service, information, or Content, or access thereto, to or for the benefit of a third party; (d) use the Site, the Services, or the Content for any purpose except as expressly permitted herein; (e) circumvent or disable any access control, digital rights management, usage rules, or other security features of the Site, the Service, or any Content; (f) attempt to reverse engineer, disassemble, decompile, or in any way attempt to derive the source code for or any Technical Data embedded or used in the Site, the Services, or the Content, or any portion thereof; (g) use the Site or the Service in a manner that threatens the integrity, performance, or availability of the Site, the Service, or any Moody’s or third party software, systems, networks, or services; (h) remove, alter, or obscure any proprietary notices on any portion of the Site, the Services, or the Content; or (i) use the Site or the Services for any personal, family or household use or otherwise for the benefit of any individual consumer.  Access to the Site may be optimized for certain operating systems, software, browsers, and versions and the use of other operating systems, software, browsers, or versions, or mobile devices, to access the Site may not be possible or may result in limited functionality and performance or errors.

  1. Partners; Modifications and Access to the Services

Moody’s may engage or partner with one or more Partners in connection with the operation and provision of the Site and the Services or any portion thereof.

Moody’s reserves the right to modify, suspend, or discontinue, temporarily or permanently, all or any part of the Site or the Services without notice.  Neither Moody’s nor any of its Partners will be liable to User or to any third party for any modification, suspension, or discontinuance of the Site or the Services in whole or in part.

User is solely responsible for (a) procuring and maintaining at its own cost any software, hardware, network access and other connectivity infrastructure required to access and use the Site and Services, and (b) any and all fees charged by third parties with respect to any of the foregoing.  Moody’s has no obligation to provide User with any support or maintenance in connection with the Site or Service. 

  1. Authorized Account Access and Password Policy

The use of certain portions of the Site and access to certain portions of the Services requires User Credentials.  As part of the registration process, User must select its User Credentials and provide Moody’s with accurate, complete and up-to-date information.  Moody’s reserves the right to suspend or revoke User Credentials and access to the Site and Services in the event of any actual or suspected misuse or abuse of User Credentials, or any failure to comply with the terms and conditions of this Agreement.  User (a) shall require all of its Representatives to protect User Credentials from disclosure to, discovery by, and unauthorized use by, third parties, (b)  shall require all Representatives not to provide any User Credentials to any third party, and (c) shall remain fully responsible and liable for (and in no event shall Moody’s be responsible or liable for) any use, including any misuse, abuse, or unauthorized use, of any User Credentials.  Only User’s Representatives are authorized to use User’s account to access the Site and Services and User hereby authorizes any and all transactions, submissions, instructions, authorizations, and other acts initiated through the use of any User Credentials.  In the event of any actual or suspected misuse, abuse, or unauthorized use, or any suspected disclosure to or discovery by third parties, of any User Credentials, or of any actual or suspected attempt to engage in any of the foregoing, User shall promptly notify Moody’s.

  1. No Legal, Tax, or Financial Advice

Moody’s does not provide, and neither the Service nor any Content constitute, (a) a recommendation to buy, hold or sell any securities or any other form of legal, tax, financial or investment advice or (b) any services to repair or improve a credit profile or credit score or any representation or promise to that effect.  The Content is intended only to provide certain financial analyses to User to assist User in its decision-making, and constitutes a mathematical expression which is dependent on the assumptions and input provided by User. 

User acknowledges that its financial situation is unique.  Content obtained through the Services is of a general nature and may not be suitable for User’s specific situation and is never a substitute for the exercise of independent judgment and expertise on the part of User or its advisors.  Accordingly, User should always seek the assistance of professional advisors for advice on investments, tax, the law, or other business, professional, or financial matters.

  1. Changes; Additional Terms

We may make changes to this Agreement from time to time.  If we make any material changes, we may notify User by sending an e-mail to the last e-mail address provided to us by User (if any) or by prominently posting notice of the changes on the Site.  Any changes to this Agreement will be effective upon the earlier of (a) thirty days following our dispatch of an e-mail notice to User or our posting of notice on the Site, or (b) any shorter period of time as may be required by law.  User is responsible for providing Moody’s with its most current e-mail address.  In the event that the last e-mail address that User has provided to Moody’s is not valid, or for any reason is not capable of delivering to User the notice described above, Moody’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of the Site or the Service following notice of such changes will indicate User’s acknowledgement of such changes and agreement to be bound by the modified terms and conditions.

When using certain features of the Site or the Service, User may be subject to, and agrees to comply with all applicable Policies. Each such Policy is incorporated by reference into this Agreement.

  1. Business Data and Other Information
  1. Business Data

The Services enable User to upload or otherwise submit Business Data to us, including directly from User’s accounting software.  User is solely responsible for the accuracy of the Business Data and any other information submitted through the Service.

The Service is not intended to operate as a storage repository for Business Data or any other data or documents.  We have no obligation to back up Business Data, and we encourage User to back up its accounting software and Business Data regularly.  Business Data may be deleted from the Service by Moody’s or its Partners at any time.

User hereby grants, and agrees to grant, to Moody’s and its affiliates an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, worldwide right and authorization to Use the Business Data and to permit our Partners to Use the Business Data (a) in connection with providing the Services, and (b) as part of or in connection with Moody’s and our Partners’ products and services (including to improve existing products and services and to create new products and services based on or using Business Data).  Moody’s and our Partners may make Business Data available to Partners or other third parties in a manner that identifies User as the source of the Business Data, or the business to which the Business Data pertains.  In that case, Moody’s and its Partners will impose restrictions on such third parties’ further use and disclosure of such Business Data to restrict such third parties from making the User’s Business Data generally publicly available in a manner that identifies User as the source of the Business Data. For more information on our privacy practices, including your choices, please see our Privacy Policy.

User must not provide us with any Business Data that (a) violates, or that causes us or any third party to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction; (b) contains or embodies any trade secrets or information for which User has any obligation of confidentiality to a third party; (c) infringes or violates, or that may infringe or violate, any intellectual property or proprietary right of any party, or that User otherwise does not have the right to disclose and provide to Moody’s upon the terms and conditions set forth in this Agreement; (d) constitutes or contains Personal Data or personal health information; or (e) which may expose us or our Partners or users to harm or liability of any nature.

  1. Personal Data

Personal Data that Moody’s collects in connection with the Site or the Services, if any, will be processed and protected in accordance with the Privacy Policy.

  1. Fees and Payment

Signing up for an account on the Site is free.  In the event User chooses to upgrade to paid services or to provide payment information to Moody’s after being prompted to do so, User agrees to the pricing, payment and billing policies as set forth (a) herein, (b) on the Site and (c) if applicable, in a separately executed or accepted purchase order.  All fees paid for the Service are non-refundable and non-transferable.  All fees and applicable taxes, if any, are payable in United States dollars. User is solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of the Site and Service or any related transactions.

  1. Ownership
  1. Ownership

The Site, the Service, and all Content are protected by applicable intellectual property laws.  We and our Partners own all right, title, and interest, including all intellectual property rights, in and to the Site, the Services, and all Content, and any and all underlying software and technology used to provide and make available the Site and the Services, and all Technical Data embedded or used in the Site, the Services, or the Content. Except for those rights expressly granted in this Agreement, no other rights are granted or otherwise conveyed to User or any third party, whether by implication, by reason of estoppel, or otherwise.

All Trademarks displayed on the Site are the property of Moody’s or third parties.  User is not permitted to use these Trademarks without the prior written consent of Moody’s or third party owner of such Trademarks, as applicable.

  1. Feedback

If User provides Moody’s with any Feedback, User hereby grants, and agrees to grant, to Moody’s and our affiliates the unrestricted right and authorization to Use the Feedback, and to permit our Partners and any other third party to Use the Feedback, including as part of or in connection with Moody’s and any third party’s products and services (including to improve existing products and services and to create new products and services based on or using any Feedback).  Moody’s will have no obligation to treat any Feedback as confidential or proprietary.

  1. Third Party Items, Certain Risks, Security, Electronic Communications
  1. Links and Third Party Content

The Site and the Services may contain links to Third-Party Content.  We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content.  We undertake no responsibility to update or review any Third Party Content and make no representation, warranty, or guarantee as to its accuracy or completeness.

Additionally, if User follows a link or otherwise navigates away from the Site or the Service, such third party sites may be governed by a third party’s terms of use or access and other policies.  User should review the applicable terms and policies, including privacy and data gathering practices, of any third party site to which User may navigate from the Site or the Service.  Moody’s is not an agent or otherwise responsible for the activities or policies of any third party.  User’s access and use of any Third-Party Content is at User’s own risk.

  1. Promotions

Any Promotions made available through the Site may be governed by rules that are separate from this Agreement.  User’s business dealings or correspondence with, or participation in Promotions offered by Partners or third parties, and any terms, conditions, warranties, or representations associated with such dealings, are solely between User and such Partner or third party.

  1. Third Party Products and Services

The Site may make available listings, descriptions and images of Products, as well as references and links to Products.  Such Products may be made available by Moody’s, its affiliates, its Partners or third parties, and may be made available for any purpose, including general informational purposes.  The availability through the Site of any listing, description or image of a Product does not imply our endorsement of such Product.  We make no representations as to the completeness, accuracy, reliability, validity or timeliness of such listings or descriptions (including any features, specifications and prices contained therein).  Such information and the availability of any Product is subject to change at any time without notice.  It is User’s responsibility to ascertain and comply with all applicable local, state, federal and foreign laws regarding the use and sale of any Product.

  1. Assumption of Risk Associated with Communication via the Internet

User’s use of the Site, the Services, the Content and the Internet are solely at User’s own risk and subject to all applicable local, state, national, and international laws and regulations.  While Moody’s has endeavored to create a Site that is secure and reliable, the confidentiality of any communication or material transmitted to/from the Site over the Internet or other communication infrastructure cannot be guaranteed.  Accordingly, none of Moody’s, its affiliates or its Partners are responsible for the security of any information transmitted via the Internet or other communication infrastructure, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information.  Moody’s, its affiliates, and its Partners shall have no liability for interruptions or omissions in Internet, or other communication infrastructure, or any network or hosting services.

  1. Enforcing Security

Actual or attempted unauthorized use of the Site or the Services may result in criminal or civil prosecution.  For User’s protection, Moody’s reserves the right to view, monitor, and record activity related to the Site or Services without notice or further permission from User, to the fullest extent permitted by applicable law.  Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity related to the Site or Services.  Moody’s will also comply with all court orders involving requests for such information, and User hereby authorizes Moody’s to do so.

  1. Events Beyond Moody’s Control

User expressly absolves and releases Moody’s, its affiliates, and its Partners from any claim of harm, loss, or liability resulting from a cause beyond their reasonable control, including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.

  1. Consent to Electronic Communications

By using the Site or the Service, User consents to receiving electronic communications from Moody’s and our Partners. These communications may include notices about User’s account and User Credentials, and information concerning or related to the Site and the Service. User agrees that any notices, agreements, disclosures, or other communications that Moody’s or its Partners send to User electronically will satisfy any legal form requirements, including that such communications be in writing.

  1. Liability and Indemnity
  1. Disclaimers

The Site, the Services, and the Content are provided on an "AS IS" and “AS AVAILABLE” basis without representation or warranty of any kind, and THE MOODY'S PARTIES HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, THE SERVICES, AND THE CONTENT, INCLUDING ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  FURTHER, THE CONTENT MADE AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THERE MAY BE TIMES WHEN THIS SITE OR ITS CONTENTS ARE UNAVAILABLE. USER ASSUMES THE SOLE RISK OF MAKING USE OR RELYING ON THE CONTENT MADE AVAILABLE ON THE SITE. 

TO THE EXTENT PERMITTED BY LAW, THE MOODY’S PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH USER’S ACCESS TO OR USE OF THIS SITE, THE SERVICES, AND ANY CONTENT, OR OTHERWISE ARISING UNDER THIS AGREEMENT, EVEN IF ANY OF THE MOODY’S PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO: (i) COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS; (ii) EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL; (iii) LOSS OR INACCESSIBILITY OF DATA; (iv) COST OF COVER OR SUBSTITUTE MATERIALS, SERVICES, DATA, OR INFORMATION; (v) COST OF CAPITAL; (vi) CLAIMS OR LOSSES OF ANY THIRD PARTY, OR (vii) ANY SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY OTHER REASON WHATSOEVER.

TO THE EXTENT PERMITTED BY LAW, THE MOODY’S PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT OR COMPENSATORY DAMAGES CAUSED TO ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO BY ANY NEGLIGENCE (BUT EXCLUDING FRAUD, WILLFUL MISCONDUCT OR ANY OTHER TYPE OF LIABILITY THAT BY LAW CANNOT BE EXCLUDED) ON THE PART OF, OR ANY CONTINGENCY WITHIN OR BEYOND THE CONTROL OF, THE MOODY’S PARTIES ARISING FROM OR IN CONNECTION WITH USER’S USE OF THE SITE, THE SERVICES, AND THE CONTENT.

USER MUST USE ALL REASONABLE ENDEAVORS TO MITIGATE ANY LOSS OR DAMAGE WHATSOEVER (AND HOWSOEVER ARISING) AND NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO RELIEVE OR ABROGATE USER OF ANY SUCH DUTY TO MITIGATE ANY LOSS OR DAMAGE.

IN ANY EVENT, WITHOUT LIMITING ANYTHING IN THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MOODY’S PARTIES FOR ANY REASON WHATSOEVER RELATED TO ACCESS TO OR USE OF THE SITE, THE SERVICES, THE CONTENT, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID, IF ANY, BY USER FOR THE SERVICE PURSUANT TO THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) U.S. $100.

CERTAIN STATE LAWS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS DO NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

  1. Indemnity

User agrees to indemnify and hold harmless the Moody’s Parties, from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys’ and professionals' fees and court costs) arising out of any third party claims based on or related to (a) User’s use of the Site, Services, or Content, (b) any use, including any misuse, abuse, or unauthorized use, of any User Credentials, or (c) any breach by User of this Agreement.  Moody’s reserves the right, at User’s expense, to assume the exclusive defense and control of any matter for which User is required to indemnify a Moody’s Party and User agrees to cooperate with Moody’s or its designee’s defense of these claims. User agrees not to settle any matter for which User is required to indemnify a Moody’s Party without Moody’s prior written consent. Moody’s will use reasonable efforts to notify User of any such claim, action or proceeding upon becoming aware of it.

  1. Other Terms
  1. Jurisdiction

The Site is controlled and operated from the United States, and is not intended to subject Moody’s or its Partners to any non-U.S. jurisdiction or law.  The Site may not be appropriate or available for use in some non-U.S. jurisdictions.  We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

  1. Termination

This Agreement will remain in full force and effect while User uses the Site or the Services unless earlier terminated in accordance with this Section.

User has the right to terminate its account and its use of the Site and the Services at any time by providing Moody’s with written notice of such termination.  Termination of User’s account and ceasing all use of the Site and the Service is User’s sole right and remedy with respect to any dispute with us regarding the Site, the Service, or this Agreement, except as expressly stated otherwise herein.

Moody’s may terminate User’s account at any time and User’s use of the Site or the Services for any reason by providing User with notice in any reasonable manner, including via e-mail and via notices posted on the Site or the Services.  User’s rights under this Agreement will terminate automatically if User breaches any part of this Agreement and Moody’s may immediately and without notice terminate User’s account and block, restrict, suspend, and prevent User’s future access to, and use of, the Site and the Services (in whole or in part) and all or any portion of the Content (as defined below) if Moody’s believes that User has breached any part of this Agreement.

Sections 1.c, 1.d, and 2 - 8 will survive any termination or expiration of this Agreement and will, to the extent applicable, continue to remain in full force and effect after any such termination or expiration.

  1. Dispute Resolution

This Agreement shall be construed in accordance with the laws of the State of New York (excluding rules regarding conflicts of law) and the United States of America.  In the event of any dispute arising out of or related to this Agreement or the Site, Services, or Content, the parties submit to the exclusive personal jurisdiction of and venue in the state and federal courts located in New York, NY, provided that, notwithstanding the foregoing, Moody’s may seek any interim, injunctive, temporary, and equitable relief in any court of competent jurisdiction.

  1. Other

No joint venture, partnership, employment, or agency relationship exists between User and Moody’s as a result of this Agreement or User’s utilization of the Site, Services, or Content.

Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Moody’s of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

The provisions of this Agreement are severable. If any provision (or part of any provision) shall be determined to be void or unenforceable, the relevant provision or part of any provision shall be deemed deleted and this Agreement, and the validity and enforceability of all remaining provisions (and parts of any provisions) of this Agreement, shall not be affected.

This Agreement (including the Policies) represents the entire agreement between User and Moody’s with respect to User’s use of the Site, the Services, and Content and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between User and Moody’s with respect to its subject matter. Any rights not expressly granted herein by Moody’s are reserved.

  1. Contact Information

All inquiries or notices to Moody’s regarding this Agreement should be addressed to: 

Legal Department 
Moody’s Corporation 
7 World Trade Center at 250 Greenwich Street 
New York, NY 10007 
Phone: +1-212-553-1653 
E-mail: privacy@moodys.com 

If User chooses to contact Moody’s via e-mail regarding this Agreement, the subject heading of that e-mail should be marked “ Portal License Agreement Inquiry”.

  1. Definitions
  1. "Business Data" means financial information and other information pertaining to User’s business, and any excerpts, portions, modifications, and derivatives thereof.
  2. Content” means data, tools, output, calculations, advice, and other information or content made available to User through the Site or the Services.
  3. "Feedback" means feedback, ideas, proposals, suggestions or other materials regarding the Site, the Services, any Content, or any existing or potential products or services, including identification of any potential errors therein, or improvements thereto.
  4. Moody’s Parties” means Moody’s, its affiliates, or any of their respective directors, officers, employees, agents, representatives or Partners.
  5. Personal Data” means any information that identifies an individual or can be used to identify or contact an individual, e.g., an individual’s name, email address, address, phone number, social security number, or credit card information.
  6. Partners” means third party contractors, service providers, and other third parties (including customers, commercial lenders or financial institutions).
  7. Policy” means any additional terms of use or access and privacy policies posted on the Site.
  8. Privacy Policy” means Moody’s applicable privacy policy, which may be updated from time to time, the current version of which is available at https://www.moodys.com/privatepolicy.aspx.
  9. Products” means goods or services.
  10. Promotions” means sweepstakes, contests, raffles, surveys, games or similar promotions.
  11. Representatives” means the representatives of a User that may use or access the Site or Services on User’s behalf.
  12. Technical Data” means technical data, know-how, trade secrets, processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures and other information.
  13. Third-Party Content” means Web pages and content of Partners and third parties that are not hosted by Moody’s.
  14. "Trademarks" means product and corporate names, designs, logos, trade names, trademarks, service names and service marks.
  15. Use” means reproduce, publish, distribute, translate, publicly display, publicly perform, otherwise make available to the public, modify, adapt, prepare derivative works of, incorporate into other works, disclose, and otherwise use and commercialize, in whole or in part, in any format or medium (now known or later developed).
  16. User Credentials” means a valid account user name and password.