STANDARD & POOR'S WEB SITE TERMS OF USE


These Terms of Use were last updated on January 1, 2004.

By accessing and using the Standard & Poor's web site, standardandpoors.com (the "Web Site"), you are agreeing to be legally bound by these Terms of Use. By using the Standard & Poor's Web Site, you represent that you are 16 years or older and agree to abide by the following Terms of Use. If any of these terms are unacceptable to you, you may not access the Standard & Poor's Website until agreement has been reached between you and Standard & Poor's as to the applicable terms of use. The terms "you" and "User" refer to anyone who accesses the Standard & Poor's Web Site.

As you browse through the Standard & Poor's and McGraw-Hill sites you may access other web sites that are subject to different terms of use. When you use those sites, you will be legally bound by the specific terms of use posted on such sites. If there is a conflict between these Terms of Use and the other terms of use, the other terms of use will govern with respect to use of such pages.

Standard & Poor's, a division of the McGraw-Hill Companies, Inc. (Standard & Poor's) may change these Terms of Use at any time without notice. Changes will be posted at www.standardandpoors.com under "Terms of Use". Your use of the Web Site after any changes have been posted will constitute your agreement to the modified Terms of Use and all of the changes. Therefore, you should read these Terms of Use from time to time for changes.

It is advised that you also read the McGraw-Hill Customer Privacy Policy at www.mcgraw-hill.com/privacy.html.

1.      USE OF THE STANDARD & POOR'S WEB SITE.

Standard & Poor's hereby grants you a non-exclusive, non-transferable, limited license to access and use the Web Site for the fees, if applicable, and under the terms set forth below.

The Web Site and the content, including, but not limited to, text, data, reports, ratings and other opinions, images, photos, graphics, graphs, charts, animations and video (the "Content"), displayed on the Web Site, may be used only for your personal and non-commercial use. Except as otherwise permitted under these Terms of Use, you agree not to copy, reproduce, modify, create derivative works from, or store any Content, in whole or in part, from the Web Site or to display, perform, publish, distribute, transmit, broadcast or circulate any Content to anyone, or for any commercial purpose, without the express prior written consent of Standard & Poor's.

The Content is the property of Standard & Poor's or its licensors, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Web Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the "Marks") displayed on the Web Site may be registered or unregistered marks of Standard & Poor's or others. Nothing contained on this Web Site should be construed as granting any license or right to use any of the Marks displayed on the Web Site without the express written permission of Standard & Poor's or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited.

You may, on an occasional and irregular basis, reproduce, distribute, display or transmit an insubstantial portion of Content, for a non-commercial purpose and without charge, to a limited number of individuals, provided you include all copyright and other proprietary rights notices with such portion of the Content in the same form in which the notices appear on the Web Site, the original source attribution, and the phrase "Used with permission from sandp.com, a web site Standard & Poor's". However, you may not post any Content from the Web Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other web sites, without the prior written consent of Standard & Poor's. To request consent for other matters, you may contact Standard & Poor's at InternetMarketing@standardandpoors.com.

You may not use the Web Site for any unlawful purpose. You shall honor all reasonable requests by Standard & Poor's to protect Standard & Poor's proprietary interests in the Standard & Poor's website.

2.      REGISTRATION

As part of the registration process, you must select a member name and password and provide Standard & Poor's with accurate, complete, and updated information. Failure to do so constitutes a breach of this Agreement, which may result in immediate termination of your access.

3.      LIMITATION ON STANDARD & POOR'S WARRANTIES AND LIABILITY

You are entirely liable for activities conducted by you or anyone else in connection with your browsing and use of the Web Site. If you are dissatisfied with the Content or the Web Site or with these Terms of Use, your sole and exclusive remedy is to stop using the Content and the Web Site. Standard & Poor's will not pay you any damages in connection with your browsing or use of the Web Site.

The Web Site includes Standard & Poor's ratings and other opinions that must be construed solely as statements of opinion and should not be construed as statements of fact. Standard & Poor's rating are not "market ratings" nor are they recommendations to buy, sell or hold any security or obligation issued by any obligor. Standard & Poor's relies on information provided by obligors, their accountants, counsel and other experts and does not perform an audit in connection with any rating. The use of the Standard & Poor's Website by User should not be construed as an endorsement of the accuracy of any of the data or conclusions, or as an attempt to independently assess or vouch for the financial condition of any company. Standard & Poor's receives compensation for determining ratings. Such compensation is based on the time and effort to determine the ratings and is normally paid by the entity being rated. The compensation generally varies from US$10,000 to US$1,500,000. While Standard & Poor's reserves the right to disseminate the rating, it receives no payment for doing so except for subscriptions to its publications. Each rating or other opinion must be considered, if at all, as only one factor in any investment decision made by you.

Due to the number of sources from which the Content is obtained, and the potential hazards of electronic distribution, there may be delays, omissions or inaccuracies in such Content and the Web Site. THE CONTENT AND THE WEB SITE ARE PROVIDED "AS IS", WITHOUT ANY WARRANTIES. NEITHER STANDARD & POOR'S NOR THE McGRAW-HILL COMPANIES MAKES ANY GUARANTEES OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE STANDARD & POOR'S WEBSITE, THE STANDARD & POOR'S WEBSITE'S OWN CONTENT, THE OTHER CONTENT, NOR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE STANDARD & POOR'S WEBSITE. STANDARD & POOR'S HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF NONINFRINGEMENT. NEITHER STANDARD & POOR'S NOR THE McGRAW-HILL COMPANIES SHALL BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM. IN NO EVENT WILL STANDARD & POOR'S, THE McGRAW-HILL COMPANIES NOR ANY OF THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE STANDARD & POOR'S WEBSITE. NEITHER STANDARD & POOR'S NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING FROM USE OF THE WEB SITE, IN WHOLE OR PART, WHETHER CAUSED BY NEGLIGENCE, CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE WEB SITE AND ANY CONTENT AT THE WEB SITE OR OTHERWISE. IN NO EVENT WILL STANDARD & POOR'S, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE WEB SITE.

4.      LINKS TO OTHER WEB SITES.

You may, through hypertext or other computer links, gain access to web sites operated by persons other than Standard & Poor's. Such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites' owners. You agree that Standard & Poor's is not responsible for the content or operation of such web sites, and that Standard & Poor's shall have no liability to you or any other person or entity for the use of third party web sites. Except as described below, a hyperlink from this Web Site to another web site does not imply or mean that Standard & Poor's endorses the content on that web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from Standard & Poor's Web Site. Standard & Poor's assumes no responsibility for the use of third party software on the Standard & Poor's site and shall have no liability whatsoever to any person or entity for the accuracy or completeness of any outcome generated by such software.

5.      TIMELINESS OF CONTENT

The Content displayed on the Web Site, including, but not limited to, reports and other opinions, are current as of the date appearing on the report and are subject to change without notice. Unless indicated otherwise, ratings are updated periodically by Standard & Poor's to reflect changes in the market and other criteria. Standard & Poor's does not guarantee or warrant the accuracy, timeliness, or completeness of any ratings you receive using the Web Site.

6.      THE USER'S CONTENT

The User grants to The McGraw-Hill Companies the non-exclusive right to use all material entered into the Standard & Poor's Website by the User (other than third-party material transmitted through private electronic mail) in any of The McGraw-Hill Companies' print or electronic publications.

Users entering material into the Standard & Poor's Website are responsible for the content of that material. Neither Standard & Poor's nor The McGraw-Hill Companies has any responsibility for Other Content, including the content of any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from the Standard & Poor's Website. However, Standard & Poor's retains the right, which it may or may not exercise in its sole discretion, to review, edit, or delete Other Content that Standard & Poor's deems to be illegal, offensive, or otherwise inappropriate.

You may not input or distribute any material through the Standard & Poor's Website that is promotional in nature, including solicitations for funds or business, without the prior written authorization of Standard & Poor's.

The User agrees to indemnify Standard & Poor's and The McGraw-Hill Companies from all damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, that Standard & Poor's, The McGraw-Hill Companies, their affiliates, employees, and authorized representatives may incur as a result of either: (i) the User's breach of this Agreement; or (ii) material entered into the Standard & Poor's Website with the use of the User's screen name or password.

7.      ADDITIONAL LEGAL TERMS

This Agreement will continue until terminated by either Standard & Poor's or you. Either party can terminate the Agreement by notifying the other party by telephone or electronic mail of the decision to terminate.

Standard & Poor's may discontinue or change the Standard & Poor's Website, or its availability to you, at any time.

This Agreement constitutes the entire agreement between the parties relating to the Standard & Poor's Website and supersedes any and all other agreements, oral or in writing, with respect to the Standard & Poor's Website. The failure of Standard & Poor's to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This Agreement is personal to you, and you may not assign your rights or obligations to anyone. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and New York State, as if the Agreement was a contract wholly entered into and wholly performed within New York State. All rights not expressly granted herein are reserved.

8.      ANTI-HACKING PROVISION

You may not, nor may you allow others to, directly or indirectly, attempt or actually disrupt, impair or interfere with, alter or modify the Web Site or any Content. You may not, nor may you allow others to, directly, or indirectly, collect or attempt to collect any information about others, including passwords, account or other information.