Discloser Terms & Conditions

These Discloser Terms and Conditions (“Discloser Terms”), and the policies and other documents referenced in these Terms, together form an agreement (“Agreement”)between you (“Discloser,” “you” or “your”) and RapidRatings International, Inc. (“RapidRatings,” “we,” “us,” or “our”).

Welcome to the RapidRatings FHR Exchange (the “FHR Exchange”).  The FHR Exchange is an online platform that enables registered users (“Disclosers”) to provide financial documents and related financial data regarding the Discloser (“Financial Information”) and share that Financial Information and RapidRatings FHR® and other reports and analyses (“Reports”) with clients, suppliers, vendors, or other third parties, and their affiliates and subsidiaries (“Third Parties”) pursuant to requests made through the FHR Exchange (“Requests”).  

This Agreement establishes the terms and conditions under which you may access and use the FHR Exchange as a Discloser, including by providing your Financial Information to RapidRatings, and sharing your Financial Information with Third Parties pursuant to Requests you approve through the FHR Exchange.  

This Agreement forms a binding legal agreement between you and RapidRatings as of the date you first accept this Agreement or initially access or use the FHR Exchange, including by providing your Financial Information to RapidRatings (the “Effective Date”).  You and RapidRatings are each a party to this Agreement and together are the parties to this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY.  ALL USE OF THE FHR EXCHANGE IS SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT.  BY ACCESSING OR USING THE FHR EXCHANGE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE FHR EXCHANGE OR PROVIDE ANY FINANCIAL INFORMATION TO RAPIDRATINGS.  

PLEASE NOTE THAT BY ENTERING INTO THIS AGREEMENT, YOU MAY BE WAIVING CERTAIN RIGHTS.  IN PARTICULAR, THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION (TITLED “DISPUTES”), WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Term. This Agreement is effective as of the Effective Date and will continue until terminated as set forth herein.
3. Existing Agreements. This Agreement applies to your access to and use of the FHR Exchange.  All access to and use of the FHR Exchange by you or on your behalf is subject to this Agreement.  Notwithstanding the foregoing, if you have previously entered into another agreement with RapidRatings or any of its affiliates (an “Existing Agreement”), that Existing Agreement remains in effect and applicable between you and RapidRatings or such affiliate, as applicable, provided that any terms of that Existing Agreement relating to the FHR Exchange or your Financial Information will be of no force and effect and the terms of this Agreement will exclusively control between you and RapidRatings with respect to the FHR Exchange, including all Financial Information you provide or make available through the FHR Exchange or to RapidRatings.  If you have previously provided Financial Information to RapidRatings, by entering into this Agreement you acknowledge and agree that all such Financial Information will be processed pursuant to the terms of this Agreement and expressly consent to all such processing.
4. Services. The FHR Exchange provides Disclosers with access to various services, functionality, and offerings provided through the FHR Exchange (“Services”).  For purposes of this Agreement, references to the FHR Exchange include all Services provided through the FHR Exchange.
5. Modifications. RapidRatings reserves the right to modify the FHR Exchange at any time, without notice, by making those modifications available to you as part of the FHR Exchange per this Agreement.
6. Access. All access to and use of the FHR Exchange is at the sole discretion of RapidRatings.  Subject to your approval by RapidRatings, and conditioned upon your compliance with this Agreement, during the term of this Agreement, RapidRatings will permit you to access and use the FHR Exchange as a Discloser solely for your own business purposes in accordance with this Agreement and any applicable documentation provided to you by RapidRatings.
7. Restrictions. The FHR Exchange and the software, databases, hardware, and other technology used by or on behalf of RapidRatings to provide the FHR Exchange (collectively, the “Technology”) constitute the valuable IPR (as defined below) of RapidRatings.  You are not granted any license or other right in or to any Technology apart from your ability to access the FHR Exchange under this Agreement.  You will not, and will not permit any third party to: (1) access or attempt to access the FHR Exchange or any Technology except as expressly provided in this Agreement; (2) use the FHR Exchange or any Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the FHR Exchange or the Technology; (3) use automated scripts to collect information from or otherwise interact with the FHR Exchange or the Technology; (4) alter, modify, reproduce, create derivative works of the FHR Exchange or the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the FHR Exchange or the Technology or otherwise make the FHR Exchange or the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the FHR Exchange or the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the FHR Exchange or the Technology; (8) monitor the availability, performance, or functionality of the FHR Exchange or the Technology; or (9) interfere with the operation or hosting of the FHR Exchange or the Technology.
8. Account. Before you can access or use the FHR Exchange, you will be required to establish an account on the FHR Exchange (your “Account”).  All Accounts are issued at the sole discretion of RapidRatings.  Your Account and the user name and password for your Account (“Account ID”) are personal in nature.  Your Account is for your own use and your Account ID may be used only by you alone.  You may not transfer your Account to someone else.  You also may not provide your Account ID to anyone else or give a third party access your Account.  You will ensure the security and confidentiality of your Account ID and will notify RapidRatings immediately if any Account ID is lost, stolen or otherwise compromised.  You are solely responsible for your Account and all use of the FHR Exchange through your Account.  You are fully responsible for all actions taken through your Account (or using your Account ID) and for any liabilities and damages incurred through the use of your Account (or your Account ID), whether lawful or unlawful.  In connection with establishing your Account and accessing the FHR Exchange, you will be asked to submit certain information about yourself (“Registration Information”).  You agree that (a) all Registration Information you provide will be true and complete, and (b) you will promptly update your Registration Information to keep it accurate, current, and complete.  You may not (i) select or use an Account ID of another person with the intent to impersonate that person; and (ii) use an Account ID that RapidRatings, in its sole discretion, deems offensive or misleading.
9. Third Party Services. The FHR Exchange may provide you with the option to access certain Services provided by third-party service providers (“Third Party Services”).  RapidRatings does not operate or control in any respect any Third Party Services, including any information or other content available through any Third Party Service.  RapidRatings is not responsible for any content on any linked site and your access to any Third Party Services site from the FHR Exchange is at your own risk.  Third Party Services are included solely for the convenience, and do not constitute any endorsement by RapidRatings of any Third Party Service.  You assume sole responsibility for your access to and use of any Third Party Service.  Before being provided with access to certain Third Party Services, you may be required to agree to additional terms and conditions applicable to those Third Party Services (each, a “Third-Party Agreement”).  The terms of any Third Party Agreement (which may include payment of additional fees) will apply only to the Third Party Service(s) stated in that Third Party Agreement.  In the event of a conflict between the terms of this Agreement and that Third Party Agreement, any Third Party Agreement will govern your use of the Third Party Services to which that Third Party Agreement applies, while this Agreement will continue to govern your access to and use of all other aspects of the FHR Exchange and your interactions with RapidRatings.  We encourage you to read all applicable terms and conditions before accessing any Third Party Services site.
10. Requests and Reports. The FHR Exchange allows Third Party users of the FHR Exchange (“Users”) to make Requests to receive access to your Financial Information and Reports.  Acceptance of any Request is in your sole discretion. The FHR Exchange contains features or functionality that can limit the Financial Information provided pursuant to a Request, and any use thereof is at your sole discretion in your Account settings.   By accepting a Request through the FHR Exchange to provide your Financial Information or any Reports to another User (each, an “Accepted Request”), you consent and agree that RapidRatings may share all such Financial Information and any Reports with that User pursuant to your Accepted Request.  You authorize RapidRatings to continue making available all such Financial Information and Reports pursuant to each Accepted Request until such time as you may modify or cancel your Accepted Request as specified in your Account settings or RapidRatings receives written notice from you to change your Account settings.
11. Additional FHR Exchange Content. In addition to Reports, the FHR Exchange offers a variety of information and other content (“FHR Exchange Content”).  ALL REPORTS AND FHR EXCHANGE CONTENT IS FOR INFORMATIONAL PURPOSES AND GENERAL GUIDANCE ONLY.  RAPIDRATINGS IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN ANY REPORTS OR FHR EXCHANGE CONTENT.  RAPIDRATINGS AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE FHR EXCHANGE, REPORTS, OR FHR EXCHANGE CONTENT.  YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL FHR EXCHANGE CONTENT, AS WELL AS THE APPLICABILITY AND SUITABILITY OF ANY FHR EXCHANGE CONTENT TO YOUR INTENDED USE.  Conditioned upon your compliance with this Agreement, during the term of this Agreement, you may access the FHR Exchange Content made available to you through the FHR Exchange solely for your own business purposes in connection with your permitted use of the FHR Exchange.  You will not, and will not permit any third party to: (a) alter, modify, or create derivative works of any FHR Exchange Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any FHR Exchange Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any FHR Exchange Content.  Without limiting the foregoing, RapidRatings will not be held liable to you or any other third party for any FHR Exchange Content (including your Financial Information or other information or content you may provide through the FHR Exchange) under the Communications Decency Act (47 U.S.C. § 230).
12. Other Interactions with Users. The FHR Exchange may also allow you to communicate and interact with other Users in addition to and/or through Requests.  By communicating or interacting with other Users through the FHR Exchange, you are agreeing to allow those Users to communicate and interact directly with you through the FHR Exchange.  You are solely responsible for all communications between you and any other Users through the FHR Exchange.  When you communicate or interact with another User through the FHR Exchange, you consent and agree that RapidRatings may disclose to that User all information or other content that you include in your communications or interactions through the FHR Exchange, including any personal information you may provide.  In addition, you grant RapidRatings and its affiliates and subsidiaries a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, and sublicensable right to use, reproduce, modify, adapt, translate, create derivative works from, distribute, and display your all such information or other content, including any personal information you may provide in such information or content, for RapidRatings’ business purposes, including operating the FHR Exchange and providing the Services to you and other Users.
13. Financial Information. Your Account settings enable you to make changes to the Financial Information you provide or make available through the FHR Exchange.  Any Financial Information you provide or make available through the FHR Exchange is in your sole discretion.  You are solely responsible for all Financial Information that you provide or make available through the FHR Exchange.  As between you and RapidRatings, you retain ownership of your Financial Information.  By providing or making available your Financial Information through the FHR Exchange, you grant RapidRatings and its affiliates and subsidiaries a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, and sublicensable right to use, reproduce, modify, adapt, translate, create derivative works from, distribute, and display your Financial Information in each case for purposes of (1) operating the FHR Exchange and providing the Services to you and other Users, (2) generating Reports, or (3) pursuant to your Accepted Requests, providing your Financial Information and Reports based on Your Financial Information to Third Parties.  In addition, RapidRatings may use Financial Information in combination with data provided from other third-party sources to improve the accuracy and/or completeness of Reports available to Third Parties generally. You also grant RapidRatings the right to use your entity name in connection with your Financial Information or any Reports based on your Financial Information.  RapidRatings may reference you as a user of the FHR Exchange and use your entity name as applicable (a) in listings of Disclosers who have participated in the FHR Exchange, and (b) with your prior written consent, for other marketing and promotional purposes relating to the FHR Exchange. You represent, warrant, and covenant that you have and will maintain all permissions, consents, authorizations and other rights necessary to allow RapidRatings to use your Financial Information as permitted by this Agreement and that your Financial Information and the use of your Financial Information will not: (a) violate any applicable Laws or the rights of any third party or cause RapidRatings to violate any such Laws or third party rights; (b) be unlawful, tortious, libelous, defamatory, obscene, abusive, harassing, pornographic, threatening, or an invasion of privacy; (c) constitute an infringement, misappropriation, or other violation of the IPR or other rights of any third party; (d) constitute a solicitation of funds, goods, or services; or (e) be false, misleading, inaccurate, or incomplete.  The FHR Exchange is not a data storage system and RapidRatings is not responsible or liable for any deletion, destruction, or loss of any of your Financial Information that you provide or make available through the FHR Exchange.
14. Fees. Services provided by RapidRatings in the FHR Exchange are generally sponsored by a Third Party making a Request. However, if applicable, you will pay RapidRatings the fees and charges for all Services you obtain through the FHR Exchange as indicated on the FHR Exchange (“Fees”) when due.  All Fees will be due and payable as indicated on the FHR Exchange.  Unless otherwise indicated on the FHR Exchange, all Fees will be payable in U.S. Dollars.  RapidRatings may update any Fees at any time and any such update(s) will be applicable to any subsequent Services you obtain following such update.  You are solely responsible for all expenses you may incur under this Agreement or through your access to and use of the FHR Exchange.  All Fees are exclusive of, and you will be responsible for payment of, all taxes, assessments, fees, or other charges of any kind, including, any value-added tax, stamp (or other similar) tax, social security (or local equivalent), or income tax, required by applicable Law that may be imposed on either party by way of this Agreement or any amounts you pay under this Agreement, excluding any tax based solely on the net income of RapidRatings.
15. Termination. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement.  Upon termination of this Agreement for any reason: (1) your rights to access and use the FHR Exchange will terminate; (2) you will cease all use of and access to the FHR Exchange; (3) all Fees or other amounts you owe under this Agreement will become due and payable; and (4) RapidRatings may, in its sole discretion, delete your Account and any of your Financial Information held by RapidRatings.  Notwithstanding any termination of this Agreement, RapidRatings and Third Parties may retain all Financial Information received in accordance with this Agreement for use as permitted under this Agreement, and neither RapidRatings nor any Third Parties are obligated to return of any Financial Information disclosed to RapidRatings or such Third Parties in accordance with this Agreement at the time of the disclosure.  The relevant portions of the following Sections will survive termination of this Agreement for any reason: 1 (Definitions), 7 (Restrictions), 13 (Financial Information), 14 (Fees), 15 (Termination), 17 (Ownership), 18 (Representations and Warranties), 19 (Additional Disclaimers), 20 (Indemnity), 21 (Limitation on Liability), 24 (Confidentiality and Security), 25 (Privacy), 26 (Feedback), 27 (Claims of Infringement), 28 (Disputes), 29 (Governing Law and Venue), 31 (Notices), and 33 (Additional Terms).
16. Suspension. Without limiting RapidRatings’ right to terminate this Agreement, RapidRatings may also suspend your access to your Account and the FHR Exchange (including Your Financial Information), with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable Law or upon any other conduct deemed by RapidRatings to be inappropriate or detrimental to the FHR Exchange, RapidRatings or any RapidRatings provider, any other User, or any third party.
17. Ownership.
    17.1 IPR. RapidRatings, and its licensors, retain all right, title and interest, including all IPR (as defined below), in and to the FHR Exchange, Technology, FHR Exchange Content, and Reports (other than any Financial Information included in such Reports), as well as any additions, improvements, updates, and modifications thereto (“RapidRatings Property”).  You receive no ownership interest in or to the RapidRatings Property and you are not granted any right or license to use the RapidRatings Property except as expressly specified in this Agreement.  The RapidRatings name, logo and all product and service names associated with RapidRatings and/or the FHR Exchange are trademarks of RapidRatings and its licensors and providers and you are granted no right or license to use them except pursuant to Section 17.2 below.  For purposes of this Agreement, “IPR” means all intellectual property and proprietary rights recognized under any Law in any jurisdiction throughout the world, including all copyrights, trademarks, service marks, trade secrets, patents, moral rights, rights of publicity, rights of privacy, rights in datasets and databases, and contract rights.
    17.2 Badges. During such time as Discloser is (a) fully compliant with this Agreement and (b) fully compliant with any Badge Standards, RapidRatings grants Discloser a revocable, non-exclusive, non-transferable and non-sublicensable license to copy, embed, implement, publicly display, or otherwise promote electronic Badges. “Badge(s)” means the image and/or any other RapidRatings’ asset, information, or material pertaining to a rating or summary of a Report. “Badge Standards” are any guidelines regarding the use of a Badge provided in writing by RapidRatings to Discloser. Nothing in this Agreement shall be deemed to grant Discloser any right, title or interest in or to the RapidRatings Badges. Nothing in this Agreement shall be deemed to require Discloser to use such Badges and any use is at Discloser’s sole discretion. RapidRatings may terminate the Badge license in this Section at any time for any reason, and such termination will be deemed independent from the rest of this Agreement unless expressly stated by RapidRatings. If RapidRatings terminates this Badge license, Discloser shall have five (5) business days to remove or delete any Badges and discontinue the use of Badges.
18. Representations and Warranties.
    18.1 Mutual. Each party hereby represents, warrants, and covenants to the other party that: (a) it has the legal right and authority to enter into this Agreement; (b) this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (c) this Agreement forms a binding legal obligation on behalf of such party.
    18.2 Compliance With Laws. YOU ACKNOWLEDGE THAT THE FHR EXCHANGE IS A GENERAL PURPOSE ONLINE SERVICE AND IS NOT SPECIFICALLY DESIGNED TO FACILITATE COMPLIANCE WITH ANY SPECIFIC LAW, RULE, OR REGULATION (“LAW”).  RAPIDRATINGS DOES NOT REPRESENT OR WARRANT THAT THE FHR EXCHANGE OR THE REPORTS OR FHR EXCHANGE CONTENT WILL MEET ANY REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS.  YOUR USE OF THE FHR EXCHANGE OR ANY REPORTS OR FHR EXCHANGE CONTENT FOR PURPOSES OF COMPLIANCE WITH ANY SPECIFIC LAW OR OTHER REQUIREMENT IS YOUR SOLE RESPONSIBILITY AND RAPIDRATINGS IS NOT RESPONSIBLE FOR ENABLING YOUR COMPLIANCE WITH ANY SUCH LAW OR REQUIREMENT OR FOR YOUR FAILURE TO COMPLY.  You represent, warrant, and covenant to RapidRatings that: (a) you have all consents, approvals, authorizations, and other rights and authorities necessary to perform your obligations and to grant the rights and licenses granted under this Agreement; (b) you have not granted and will not grant any other right relating to your Financial Information that conflicts with this Agreement; and (c) you will ensure that your use of and access to the FHR Exchange will comply with all applicable Laws and will not cause RapidRatings itself to violate any applicable Laws.
19. Additional Disclaimers. THE FHR EXCHANGE AND ALL REPORTS AND FHR EXCHANGE CONTENT ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE.”  RAPIDRATINGS AND ITS PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE FHR EXCHANGE, ALL REPORTS AND FHR EXCHANGE CONTENT, AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RAPIDRATINGS, ITS EMPLOYEES, PROVIDERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.  RAPIDRATINGS DOES NOT REPRESENT OR WARRANT THAT THE FHR EXCHANGE OR ACCESS THERETO OR TO ANY REPORTS OR FHR EXCHANGE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE OF DEFECTS, INACCURACIES, OR ERRORS.  RAPIDRATINGS WILL NOT BE LIABLE IN ANY WAY RELATED TO ANY FINANCIAL INFORMATION OR ANY REPORTS OR OTHER FHR EXCHANGE DATA.
20. Indemnity. You covenant and agree to indemnify, defend, and hold harmless RapidRatings, its affiliates and subsidiaries, and each of their respective officers, directors, shareholders, parents, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from or arise in any manner out of: (1) your access to or use of the FHR Exchange or any Reports or FHR Exchange Content; (2) Your Financial Information and the use thereof by RapidRatings or other Users as permitted herein; and (3) your breach of any representation, warranty, or other provision of this Agreement.  RapidRatings will provide you with notice of any such claim or allegation, and RapidRatings will have the right to participate in the defense of any such claim at its expense.
21. Limitation on Liability. RAPIDRATINGS AND ITS AFFILIATES AND SUBSIDIARIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE FHR EXCHANGE OR ANY REPORTS OR FHR EXCHANGE CONTENT, EVEN IF RAPIDRATINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF YOUR FINANCIAL INFORMATION, LOSS OF OPPORTUNITY, REVENUES OR PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.  RAPIDRATINGS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ALL ACCESS TO AND USE OF THE FHR EXCHANGE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $1,000.00 USD OR, IN THE CASE OF ANY PURCHASES YOU MAKE THROUGH THE FHR EXCHANGE, THE AMOUNTS PAID BY YOU TO RAPIDRATINGS FOR THOSE PURCHASES IN THE 12 MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.  THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  YOU AGREE THAT RAPIDRATINGS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, RAPIDRATINGS’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
22. Forward Looking Statements. THE FHR EXCHANGE AND ALL REPORTS OR FHR EXCHANGE CONTENT MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT REFLECT RAPIDRATINGS’ CURRENT EXPECTATION REGARDING FUTURE EVENTS AND BUSINESS DEVELOPMENTS. THE FORWARD-LOOKING STATEMENTS INHERENTLY INVOLVE RISKS AND UNCERTAINTIES. ACTUAL DEVELOPMENTS OR RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED AND DEPEND ON A NUMBER OF FACTORS, SOME OF WHICH ARE OUTSIDE RAPIDRATINGS’ CONTROL.
23. Investment related Information. WHEN ACCESSING OR USING THE FHR EXCHANGE OR ANY REPORTS OR FHR EXCHANGE CONTENT, YOU MUST USE YOUR OWN JUDGMENT AND EXPERTISE TO EVALUATE AND ASSESS THE VALUE OF THE INFORMATION PRESENTED FOR YOUR OWN PARTICULAR PURPOSES. YOU ACKNOWLEDGE AND AGREE THAT THE FHR EXCHANGE IS A TOOL TO BE USED IN THE COURSE OF YOU EXERCISING YOUR OWN PROFESSIONAL JUDGMENT. YOU ACKNOWLEDGE THAT ANY INFORMATION PROVIDED BY THE FHR EXCHANGE, INCLUDING ANY REPORTS AND FHR EXCHANGE CONTENT, IS NOT INTENDED TO BE A SUBSTITUTE FOR A FINANCIAL ADVISOR’S OR INVESTOR’S INDEPENDENT ASSESSMENT OF WHETHER TO BUY, SELL, OR HOLD ANY FINANCIAL PRODUCTS. YOU UNDERSTAND AND ACKNOWLEDGE THAT ACCESS TO THE FHR EXCHANGE IS PROVIDED ON THE STRICT UNDERSTANDING THAT RAPIDRATINGS IS NOT ACTING AS AN “INVESTMENT ADVISOR” AS SUCH TERM IS DEFINED IN THE U.S. INVESTMENT ADVISERS ACT OF 1940 OR AS A “FIDUCIARY” UNDER THE U.S. EMPLOYEE RETIREMENT SECURITY ACT OF 1974, AS AMENDED FROM TIME TO TIME, AND YOU UNDERSTAND AND HEREBY ACKNOWLEDGE THAT RAPIDRATINGS IS NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, FIDUCIARY, OR OTHER PROFESSIONAL SERVICES. THE INFORMATION PROVIDED THROUGH THE FHR EXCHANGE IS DERIVED OBJECTIVELY BY RAPIDRATINGS FROM PUBLIC AND NON-PUBLIC INFORMATION PROVIDED TO RAPIDRATINGS BY DISCLOSERS AND THIRD PARTIES. ANY REPORTS AND FHR EXCHANGE CONTENT PROVIDED BY RAPIDRATINGS ARE INTENDED AS OPINIONS ONLY AND YOUR USE OR RELIANCE UPON THEM SHALL BE AT YOUR OWN RISK. IF YOU CHOOSE TO USE ANY REPORTS OR FHR EXCHANGE CONTENT IN FORMING THE BASIS FOR AN INVESTMENT DECISION, YOU SHOULD USE THE INFORMATION IN CONJUNCTION WITH OTHER INFORMATION. RAPIDRATINGS PROVIDES NO GUARANTEE WITH RESPECT TO THE ACCURACY, VERACITY, OR COMPLETENESS OF THE FHR EXCHANGE OR ANY REPORTS OR FHR EXCHANGE CONTENT, NOR ANY INFORMATION OR CONCLUSIONS DERIVED FROM THEM.  RAPIDRATINGS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY TRADING OR INVESTMENT DECISIONS OR ANY OTHER BUSINESS DECISION BASED ON THE FHR EXCHANGE OR ANY REPORTS OR FHR EXCHANGE CONTENT.  You represent and warrant to RapidRatings that you understand the methodology by which RapidRatings produces Reports as follows: Reports are statements of opinion objectively created through the application of RapidRatings’ proprietary software logic to information about an entity from publicly available information, or with respect to private company ratings, information provided by you and other third parties. RapidRatings’ software is a proprietary quantitative system that analyzes financial information contained in publicly available company filings made by issuers pursuant to applicable securities laws or private company financial statements provided by you and other third parties. Periodically, RapidRatings randomly selects a small number of public company filings used in the ratings process to test the accuracy of the information provided by the third party(ies) by comparing the information received from the third party to the public filings posted on the relevant governmental websites. RapidRatings is not responsible for the accuracy, veracity, or completeness of any public filings or any private company financial statements or any other Financial Information (including your Financial Information). You hereby acknowledge and agree that RapidRatings has conducted a reasonable investigation of the factual elements relied upon in determining Reports, and that RapidRatings’ procedures to verify a company’s financial information are reasonable.
24. Confidentiality and Security.
    24.1 Confidentiality. For purposes of this Agreement, “Confidential Information” means (1) with respect to you, your Financial Information, and (2) with respect to RapidRatings, the FHR Exchange, Reports, and all Technology and FHR Exchange Content, in each case regardless of form or format, including all copies thereof.  Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care.  Each party shall ensure that any individual or entity receiving Confidential Information for or on behalf of such party under this Agreement will be bound by terms at least as protective as those contained in this Agreement.  Notwithstanding the foregoing, RapidRatings shall have no obligation to protect the confidentiality of your Financial Information to the extent it: (a) is already known to RapidRatings at the time of disclosure to RapidRatings; (b) is or becomes publicly known through no wrongful act of RapidRatings; (c) is independently developed by RapidRatings without benefit of your Financial Information; or (d) is received by RapidRatings from a third party without restriction and without a breach of an obligation of confidentiality.  RapidRatings may disclose your Confidential Information to the extent that it is required or necessary to be disclosed pursuant to a statutory or regulatory provision or court or administrative order or to fulfill professional obligations and standards, and as otherwise permitted under this Agreement.  As to each party’s Confidential Information, this Section supersedes any conflicting or additional obligation of the parties to one another concerning confidentiality.
    24.2 Security. RapidRatings will maintain certifications confirming that the FHR Exchange is provided in compliance with applicable industry-accepted information security standards, including SOC2 Type II and ISO27001.
25. Privacy. While the RapidRatings Privacy Policy for the FHR Exchange (“Privacy Policy”) is not part of this Agreement, you consent to the use and disclosure of all personally identifiable information and any other data and information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, RapidRatings may use any personal information you provide to RapidRatings for purposes of contacting you regarding any matters reasonably related to the Services or the FHR Exchange.  In addition, Rapid Ratings will have the right to analyze the information and content you provide or make available to the FHR Exchange (including your Financial Information) or otherwise resulting from your access to and use of the FHR Exchange, provided that the results of such analysis (“Results”) do not identify you or any other individual or natural person as the source thereof.  All Results will be owned by RapidRatings and may be used by RapidRatings for any lawful purpose, including in Reports, without a duty or obligation to you, provided that the Results do not identify you or any other individual or natural person as the source thereof.
26. Feedback. Any information, content, or materials you provide to us through the FHR Exchange, including any feedback, comments, or suggestions relating to the use, operation, performance, functionality, or features of the FHR Exchange (“Feedback”) is entirely voluntary.  RapidRatings will be free to use any Feedback as we see fit for any purpose and without any notice, payment, or other obligation to you.  All use of any Feedback will be at RapidRatings’ sole discretion.
27. Claims of Infringement. RapidRatings respects your copyrights and other intellectual property rights and those of other third parties.  If you believe in good faith that your copyrighted work has been reproduced on the FHR Exchange without your authorization in a way that constitutes copyright infringement, you may notify our designated copyright agent by mail to:
    
    ‍Rapid Ratings International, Inc.
    Attn: Copyright Infringement Agent
    86 Chambers St., Suite 701
    New York, NY 10007 USA
    legal@rapidratings.com
    
    Please provide the following information to RapidRatings’ Copyright Infringement Agent: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature.
28. Disputes. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section.  If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, then at the request of either Party such Dispute will be finally settled through binding arbitration under the arbitration of the American Arbitration Association (“AAA”) then in effect (the “Rules”).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by RapidRatings in New York, NY U.S.A. (Borough of Manhattan).  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or pleaded to the arbitrator.  The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
29. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of New York U.S.A. as such laws apply to contracts between New York residents performed entirely within New York without regard to the conflict of laws provisions thereof.  Subject to the Section titled “Disputes”, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a state or federal court located in New York, NY U.S.A. (Borough of Manhattan) You irrevocably consent and submit to the personal jurisdiction and venue of such state and federal courts for any such suit or action.  You waive any right that you may have to object to the personal jurisdiction or venue of such state and federal courts.
30. Injunctive Relief. You agree that any breach of your obligations with respect to the FHR Exchange, Technology, Reports, or FHR Exchange Content, or any infringement, misappropriation, or violation of RapidRatings’ IPR, it will cause RapidRatings immediate and irreparable injury that cannot be readily remedied in monetary damages in an action at law. Therefore, you agree that RapidRatings shall be entitled to obtain, on an expedited basis from any court of competent jurisdiction, and without the requirement of the posting of a bond or other security, immediate injunctive relief to enjoin any such breach or prospective breach or any infringement or prospective infringement. The foregoing will be in addition to, and not in lieu of, such other remedies as RapidRatings may otherwise have available.
31. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to RapidRatings by postal mail to the address for RapidRatings listed on the FHR Exchange or to legal@rapidratings.com.  RapidRatings may provide you with any notices required or allowed under this Agreement by sending you an email to any email address you provide to RapidRatings in connection with your Account, provided that in the case of any notice applicable both to you and other Users, RapidRatings may instead provide such notice by posting the notice on the FHR Exchange or via email to any email address you have provided to RapidRatings.  Notices provided to RapidRatings will be deemed given when actually received by RapidRatings.  Notice provided to you will be deemed given 24 hours after posting to the FHR Exchange or sending via e-mail, unless (as to email) the sending party is notified that the e-mail address is invalid.
32. Entire Agreement. This Agreement will exclusively govern your access to and use of the FHR Exchange, and is the complete and exclusive understanding and agreement between the parties, and supersedes any additional Agreement or any other oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the FHR Exchange.  RapidRatings may, in its sole discretion, modify this Agreement from time to time.  RapidRatings will use commercially reasonable efforts to provide notice of material modifications to this Agreement.  Notice may be provided to you directly or to all Disclosers through the FHR Exchange.  Unless we make a change for legal or administrative reasons, any modification to this Agreement will be effective 10 days following posting of the modified version of this Agreement to the FHR Exchange.  Your continued access to the FHR Exchange or use of any FHR Exchange Content following that date constitutes your acceptance of, and agreement to be bound by, any modified Agreement.  Except for the foregoing, this Agreement may be amended or modified only by a writing signed by both parties.
33. Additional Terms. The parties hereto are independent parties, not agents, employees, or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  You may not assign this Agreement or any of your rights or obligations under this Agreement, whether through operation of law or otherwise, without the prior written approval of RapidRatings.  Any assignment in violation of the foregoing will be null and void.  RapidRatings may assign this Agreement to any party that assumes RapidRatings’ obligations hereunder. RapidRatings may retain subcontractors and other third parties to perform any portion of the Services, or other services and/or development activities relating to this Agreement, including the confidentiality obligations as set forth herein. RapidRatings shall remain responsible and liable for the performance of such subcontractors and third parties. RapidRatings will not be responsible for failure or delay in the performance of any obligation under this Agreement to the extent such failure or delay is due to acts of God or governmental authority, war, terrorism, strikes, boycotts, quarantine, pandemic, labor disputes, fire or other loss of facilities, accident, or any other event beyond its control.  RapidRatings will use commercially reasonable efforts to notify you of any such event. All waivers by RapidRatings under this Agreement must be in writing or later acknowledged by RapidRatings in writing.  Any waiver or failure by RapidRatings to enforce any provision of this Agreement on one occasion will not be deemed a waiver by RapidRatings of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  The prevailing party in any lawsuit or arbitration proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal.  No term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party.  Each and every right and remedy hereunder are cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable Law.  The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.”
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These Discloser Terms and Conditions were last updated on October 17, 2024.