WEBSITE TERMS AND CONDITIONS
Last Updated: March 2020
USE OF WEBSITE
This Site, the GMEI Utility and their content are for your own use, and except as otherwise expressly provided for in writing by BED or DTCC, you may not: (i) publish, republish, redistribute, broadcast or retransmit any part of the Site or the GMEI Utility, (ii) create any derivative of the Site or the GMEI Utility for commercial distribution or otherwise, or (iii) use the GMEI Utility to compete with the business of BED. You may not use any automated device, computer program, tool, algorithm, bot or similar process to mine or systematically scrape or extract data from the Site. Any unauthorized use of the GMEI Utility or the Site may violate copyright laws, trademark laws, contract law, the laws of privacy and publicity, and/or communications regulations and statutes.
BED or DTCC may discontinue or modify the Site, the GMEI Utility, or any information or content described in or offered on the Site at any time. Neither BED nor DTCC shall be liable to you or any third party should it exercise its right to such discontinuation or modification in whole or in part.
To access certain features of this Site, you may be required to provide personal and/or corporate information as part of the registration or log-in process. You agree to provide true, accurate, current and complete information as prompted by the applicable registration or log-in instructions, and you are responsible for keeping such information up-to-date. You will not use any automated device, computer program, tool, algorithm, bot or similar process or a manual process with similar effect to mine or systematically scrape, extract, copy or monitor the Site. You will not take any action that imposes an unreasonable or disproportionately large load of traffic or other burden to the Site or BED's technology infrastructure. You will not interfere with any other persons’ use or enjoyment of the Site. You may not impersonate another person or entity. You are responsible for all activity occurring when this Site is accessed through your account or log-in credentials, whether or not authorized by you. Neither BED nor DTCC shall be liable for any loss or damage arising from your failure to protect your login credentials or account information.
BED reserves the right to view, monitor, and record activity on the Site, to the fullest extent permitted by law, without further notice to or permission from you.
The GMEI Utility, and any services referenced on the Site are either registered trademarks or servicemarks of, BED, DTCC or their affiliates. Other names of companies or services appearing on the Site are trademarks or servicemarks of their respective owners. DTCC, BED, or their licensors or partners own the intellectual property rights in the information, content and materials displayed on and available through the Site, and the selection and arrangement thereof. Nothing in these Terms grants you any right to (i) use the trademarks, names or logos of BED, DTCC or their affiliates or subsidiaries, or (ii) represent, directly or indirectly, that any product, data or service provided by you has been approved or endorsed by BED, DTCC, or their affiliates and subsidiaries. If you wish to use the GLEIF Trademark and Logo, which is a registered trademark, please contact GLEIF at the address indicated on http(s)://www.gleif.org.
DISCLAIMER OF WARRANTIES
THE SITE, THE GMEI UTILITY, INCLUDING ANY SERVICES AND/OR ANY CONTENT INCLUDED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS, ERRORS, DEFECTS, INACCURACIES AND OMISSIONS. BED AND DTCC DO NOT MAKE, AND SPECIFICALLY DISCLAIM, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH RESPECT TO ALL ASPECTS OF THE SITE. BED AND DTCC DO NOT IN ANY WAY GUARANTEE, AND SHALL NOT BE LIABLE FOR, THE ADEQUACY, QUALITY, ACCURACY, COMPLETENESS, WORTH, OR TIMELINESS OF CONTENT THAT IS MADE AVAILABLE OR OBTAINED BY WAY OF THE SITE OR THE GMEI UTILITY. BED AND DTCC DO NOT WARRANT THAT THE SITE OR ITS CONTENT, WILL BE ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.
LIMITATION OF LIABILITY
WITHOUT LIMITING ANY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, SHALL BED, DTCC, OR THEIR DIRECTORS, OFFICERS, MANAGERS, AGENTS OR CONSULTANTS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOST TIME OR GOODWILL, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR ANY CONTENT CONTAINED THEREIN, , EVEN IF THEY MIGHT HAVE ANTICIPATED OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY, THE MAXIMUM CUMULATIVE LIABILITY OF BED, ITS AFFILIATES OR ANY THIRD-PARTY PROVIDER, UNDER THESE TERMS, IF ANY, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
To the maximum extent permitted by law, you agree to indemnify BED and its affiliates, including without limitation DTCC and each of their respective directors, managers, employees, agents and consultants (the "Indemnified Parties") in respect of, and hold each of them harmless from and against, any and all losses, liabilities, damages, fines, penalties, deficiencies, costs or expenses, including the reasonable fees and expenses of attorneys or other experts and professional advisers suffered, incurred or sustained by any of them, or to which any of them becomes subject, as a result of, any (a) third party claim arising from or related to your use of the Site or the content contained therein; or (b) your violation of these Terms.
The Site and the GMEI Utility contain hyperlinks to third party websites which are the sole responsibility of such independent third parties and use thereof is solely at your own risk. BED has no control over such third-party websites, and BED is not responsible for (and under no circumstances shall be liable for) the contents, policies, accuracy or reliability of any third-party websites hyperlinked to the Site.
JURISDICTION AND CHOICE OF LAW
These Terms and the relationship between BED and you shall governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles thereof. Each Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in the County of New York in any action or proceeding arising from or relating to these Terms contemplated hereby. BED's failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and BED nevertheless agree that the court should endeavor to give effect to intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the remaining Terms and shall not affect the validity and enforceability of any remaining provisions.
GMEI UTILITY CLIENT AGREEMENT
OBLIGATIONS AND ACKNOWLEDGEMENTS
- The Global Markets Entity Identifier utility ("GMEI Utility"), is provided by Business Entity Data B.V. ("BED"), a wholly owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"), which is a Local Operating Unit ("LOU") accredited by the Global LEI Foundation ("GLEIF").
- Please read these terms carefully before using the GMEI Utility. By accessing and using the GMEI Utility, you (on your own behalf, or as a legally authorized agent of an entity on whose behalf you are acting, "You"), expressly consent to the terms of this GMEI Utility Client Agreement ("Client Agreement"), and any additional terms and conditions that are referenced herein or otherwise apply to specific areas of the GMEI Utility.
- UPON CHECKING THE BOX AT CHECKOUT AND CLICKING "SUBMIT", YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS CLIENT AGREEMENT AND REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE LEGAL ENTITY OR ENTITIES ON WHOSE BEHALF YOU ARE USING THE GMEI UTILITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS CLIENT AGREEMENT, OR YOU DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY OR ENTITIES ON WHOSE BEHALF YOU ARE USING THE GMEI UTILITY, YOU MAY NOT ACCESS OR USE THE GMEI UTILITY.
- BED may terminate or modify this Client Agreement or the GMEI Utility at any time and shall use commercially reasonable efforts to give You prior written notice of any material change.
- PROVISION OF THE GMEI UTILITY
- BED shall use commercially reasonable efforts to ensure that the GMEI Utility will be available and function in all material respects. However, You acknowledge that operations may be interrupted due to maintenance, updates or system and network failures. To the extent practicable and possible to do so, any maintenance window shall be announced in advance on https://www.gmeiutility.org/ (the "Site").
- In order to protect the Global LEI System and the fundamental principles underlying it, in the event of any use of the GMEI Utility contrary to, those principles or the public benefit for which LEIs and Legal Entity Reference Data ("LE-RD") are provided, BED reserves the right to suspend or modify the GMEI Utility. In the event of such modification, suspension, or discontinuance as described in this Client Agreement, You acknowledge and agree, that BED shall not be liable to You or to any third party.
- USE OF THE GMEI UTILITY
- You may self-register and conduct maintenance of an LEI and its LE-RD via the GMEI Utility on the Site.
- You may also give permission to another third party to assist in the registration and annual maintenance process on an ongoing basis. If You are a user who is registering on behalf of another legal entity, You represent and warrant, and covenant that You have the requisite legal authority of such legal entities to register, review and maintain such entity's LEI and LE-RD on its behalf.
- You shall be responsible for all activity conducted on the GMEI Utility that is done through Your account, whether or not authorized by You. It is Your sole responsibility to protect the confidentiality of the account log-ins and passwords. Except to the extend caused by BED's gross negligence or willful misconduct, neither BED nor DTCC shall be liable for any loss or damage arising from any unauthorized access of the GMEI Utility obtained via Your log-in or passwords, and/or Your failure to protect such account information.
- You agree and authorize BED to (i) gather and collect any information that is required that You fail to provide and (ii) confirm and validate all information that You provide with any applicable third party sources. Furthermore, You consent to BED's distribution of such information and appoint BED as Your agent in fact to the extent necessary to gather and confirm any required information.
- A change of LE-RD can be initiated by You, a challenge by a third party, internal BED controls, mandatory law, or GLEIF requirements. BED may seek to change a any LE-RD in one of three ways:
a) Confirmation: BED will inform You about the change; You will confirm the request to change the LE-RD; and BED will process any changes based on Your confirmation/feedback.
b) Consent by silence: BED will inform You about the change and request You confirm the change to the LE-RD within a specified time period. If You do not reply within the applicable timeframe, BED will interpret the silence as consent to the change and implement the change.
c) Contradiction: BED will inform you about the change and request You confirm the change to the LE-RD. If Your reply is contradictory to the information provided by the relevant authorities'/validation source, as owner of the LEI, Your feedback will overweigh contradicting information unless a change is required by law.
- Pricing and Payment
- Please visit https://www.gmeiutility.org/gmeiUtilityPricing.jsp for the most recent pricing schedule. BED retains the right to annually review and modify its fee schedule and pricing.
- All amounts invoiced, other than those amounts subject to a good faith dispute, are due and payable upon receipt thereof.
- BED will charge Your payment method upon receiving a request for registration or renewal.
- If You believe that any information on the GMEI Utility is inaccurate, please notify BED at CustomerService@GMEIutility.org to report the inaccuracy.
- There will be no refunds in the event You transfer any LEI to another LOU.
- Termination of Access to the GMEI Utility
- This Client Agreement and access to the GMEI Utility may be terminated by BED if: (i) there is a transfer of an LEI to a different LOU or to the GLEIF, (ii) You abandon Your status with a registered LEI, (iii) there is deprivation of the LEI due to Your non-compliance with requirements in the course of re-validation; or (iv) You no longer have an LEI due to non-compliance with the requirements of maintaining such LEI.
- This Client Agreement and access to the GMEI Utility may immediately terminated by BED if (i) there is material breach of this Client Agreement which has not been cured or for which no cure is possible, (ii) a cure has been refused despite a reasonable cure period, or (iii) there has been a termination of the Master Agreement between BED and GLEIF.
- The obligations under this Client Agreement shall be in force, notwithstanding termination, as long as You or BED exists, whichever is shorter.
- You shall:
- Only request one LEI per legal entity and are prohibited from requesting a second LEI via the GMEI Utility or any other LOU;
- Review Your LE-RD annually to verify its accuracy;
- Promptly notify BED of any changes that may have actual or potential influence on the LEI or LE-RD;
- Make an annual payment for the revalidation and renewal of the LEI;
- If required by the GLEIF, fully and irrevocably transfer or license, any intellectual property rights You have in the LEI and LE-RD to GLEIF;
- Have the right to request the transfer of Your LEI to another LOU (specifically designated by it), and/or allow another LOU to request such transfer on Your behalf; and
- Ensure that any information provided, applications made, and/or requests made to BED have been submitted by an authorized representative and duly dated and signed.
- You and each legal entity You represent, acknowledge and agree that:
- The issuance of an LEI, and its yearly renewal, is subject to requirements established by GLEIF.
- BED may be required by mandatory law or internal controls to change Your LE-RD.
- GLEIF reserves the right to request the transfer of Your LEI to another LOU.
- Your LE-RD may be challenged by a third party. In such a case, BED will validate the challenge in accordance with Section III(A)(6). The challenge may be accepted and published, corrected and published or rejected.
- You shall refrain from creating, in whatever way, the impression that data and/or services (except the original LEIs and LE-RD accessed via the GMEI Utility), are provided or supported or authorized or granted or otherwise associated by or with GLEIF or BED.
- By submitting any data or other materials to the GMEI Utility, You grant BED, and its affiliates a royalty-free, perpetual, irrevocable, transferrable, assignable, sub-licensable, worldwide license to use such data to perform the services contemplated herein.
ELECTRONIC COMMUNICATIONS AND NOTICE
- The communications between You and BED shall be in English and sent via electronic means, including but not limited to: submitting information through this Site, sending an email, or the posting of notices on this Site. By entering into this Client Agreement, You consent to receive communications an electronic form, and agree that all terms and conditions, agreements, notices, disclosures, and other communications that BED provides electronically satisfies any legal requirement that such communications would satisfy if they were in writing. All notices, requests and other communications to BED must be in writing and shall be deemed to have been duly given only if successfully emailed to CustomerService@GMEIutility.org, with a courtesy copy emailed to: GCOContractnotices@dtcc.com.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY
- Disclaimer of Warranties
- THE GMEI UTILITY, THE SERVICES, AND THE LEIs ARE PROVIDED “AS IS.” BED MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE FITNESS FOR ANY PURPOSE OF THE GMEI UTILITY OR SERVICES, THAT ACCESS TO THE GMEI UTILITY WILL BE UNINTERRUPTED, OR THAT THE GMEI UTILITY OR THE SERVICES WILL BE FREE OF OPERATIONAL DEFECTS. BED IN NO EVENT GUARANTEES THAT THE SERVICES OR THE GMEI UTILITY WILL BE FREE OF VIRUSES OR OTHER MALICIOUS COMPONENTS.
- THIS DISCLAIMER APPLIES TO BED AND ITS AFFILIATED AND RELATED COMPANIES AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF THE SITE OR PROVISION OF SERVICES, AND ANY OF THEIR EMPLOYEES AND AGENTS.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS CLIENT AGREEMENT, BED SHALL HAVE NO LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSSES IN CONNECTION WITH THIRD PARTY CLAIMS BASED UPON THE ALLEGED INCOMPLETENESS OR INACCURACY OF ANY DATA OR LE-RD.
- LIMITATION OF LIABILITY
- EXCEPT FOR INDEMNIFICATION OBLIGATIONS FOR JUDGMENTS AGAINST A BED INDEMNIFIED PARTY, IN NO EVENT SHALL BED OR YOU BE LIABLE FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, OR LOSS OF DATA, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
- REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF LIABILITY, THE MAXIMUM CUMULATIVE LIABILITY OF BED, ITS AFFILIATES OR ANY THIRD-PARTY PROVIDER, UNDER THIS CLIENT AGREEMENT, IF ANY, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
- You shall indemnify BED, its affiliates, and each of their respective employees, officers, managers, directors, equity holders, and agents (each, a “BED Indemnified Person”) from and against all losses, liabilities, damages, judgments, settlements, fines, costs, and expenses (including without limitation, court costs, reasonable attorneys’ fees and disbursement) (collectively, “Losses”) to the extent that such BED Indemnified Person incurs Losses directly arising out of or directly relating to any third party claim, suit, or proceeding against such BED Indemnified Person based upon (i) any unauthorized access to the GMEI Utility through Your login accounts and passwords while under Your control, (ii) Your violation of any duty or obligation owed to a third party, or (iii) Your breach of this Client Agreement.
- Compliance with Laws. You shall, in Your use of the GMEI Utility, and BED shall, in its provision of the GMEI Utility, comply with all applicable laws, and contractual obligations, now or hereinafter in effect. Furthermore, BED is committed to complying with the U.S. sanctions regulations administered by the Office of Foreign Assets Control and regularly screens its registrations against the Specially Designated Nationals ("SDN") List and takes action accordingly.
- Confidentiality. In connection with GMEI Utility, each party acknowledges that it may receive access to the other party's Confidential Information. For purposes of the Agreement, "Confidential Information" shall mean information or data marked as confidential, identified in writing as confidential prior to or concurrently with disclosure or that is of a nature that should reasonably be expected to be confidential. Each party agrees to hold the other party's Confidential Information in strict confidence, and to take measures to protect such Confidential Information from unauthorized disclosure, using at least the same degree of care as it takes to preserve its own confidential information of like kind (but in any event no less than a reasonable degree of care). Notwithstanding anything contained herein, information and data disclosed shall not be deemed to be Confidential Information, and the receiving party shall have no obligation to treat such information and data as Confidential Information, if such information and data is: (a) already known to the receiving party as of the date of disclosure hereunder; (b) already in possession of the public or becomes available to the public other than through the act or omission of the receiving party in breach of an obligation of confidentiality; (c) required to be disclosed under applicable law or by a governmental order, decree, regulation or rule (provided that the receiving party shall give written notice to the disclosing party prior to such disclosure); (d) is acquired independently from a third party that, to the knowledge of the receiving party, has the right to disseminate such information at the time it is acquired by the receiving party; or (e) independently developed by the receiving party without use of the Confidential Information disclosed by the disclosing party. In addition, each party may provide information deemed to be confidential hereunder to the GLEIF, or any court of competent jurisdiction if such disclosure is required by law or court order or to any regulatory agency having supervisory authority over either party or its affiliates. To the extent practical and permitted by law, each party will provide the other party with notice of any such disclosure. The non-disclosure obligations set forth in this Section shall survive for a period of one (1) year following termination or expiration of this Client Agreement.
- Personal Data. During the term of this Client Agreement, either party may be processing basic professional contact details of the people it deals with in connection with its performance under this Client Agreement ("Contact Details"). Each Party acknowledges and agrees that it will be free to determine the purpose and use of such Contact Details in accordance with applicable data protection laws. BED, its affiliates, and their service providers (collectively, "BED Entities"), may store, process, and transfer such Contact Details, including transfers to countries outside of the individual's home country whose data protection standards are different than those of the origin country. BED Entities may use Contact Details (a) to communicate with such persons, and (b) as required to satisfy legal and regulatory obligations. Should either party foresee the need to exchange personal data other than Contact Details: (a) such party will notify the other party in writing of such need; and (ii) the parties will enter into a separate written data protection agreement prior to such personal data being provided.
- Governing Law and Jurisdiction. These Terms and the relationship between BED and You, shall governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles thereof. Each Party irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York or any court of the State of New York located in the County of New York in any action or proceeding arising from or relating to this Client Agreement contemplated hereby. Each party agrees not to commence any legal action under or in connection with the subject matter of this Client Agreement in any other court or forum.
- Severability. If any provision of this Client Agreement is held illegal, invalid or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible, and the other provisions of this Client Agreement shall remain in full force and effect.
- Entire Agreement. This Client Agreement contains the sole and entire contract between the parties with respect to the GMEI Utility. Notwithstanding the foregoing, BED may amend, modify or supplement this Client Agreement at any time in its sole discretion.
- Survival. The provisions of Articles VI and VII will survive the expiration or termination of this Client Agreement for any reason.
Last Updated: March 2020