Green Markets Box Report
Terms and Conditions of Use
The following Terms and Conditions of Use apply to the entire group of GREEN MARKETS® websites and printed products (“Product”) created and provided by Bloomberg L.P., P.O. Box 190, Sullivan, NH 03445 (“Bloomberg”).
- License. Unless otherwise indicated in a GREEN MARKETS PURCHASE AGREEMENT, Bloomberg grants an individual, non-exclusive, non-transferable, limited right to access and use each Product purchased through a GREEN MARKETS PURCHASE AGREEMENT or other Bloomberg subscription mechanism. In the absence of a GREEN MARKETS CUSTOMER AGREEMENT these Terms and Conditions of Use apply to your use of the Product.
- Authorized Users. Products may be accessed only by individuals authorized by Bloomberg either by individual subscription or through a GREEN MARKETS PURCHASE AGREEMENT (“User”). Access and use by any other third party is not permitted.
- Copyright. Each Product contains proprietary content protected by copyright and other similar laws. Bloomberg and its licensors retain all rights in the Product(s), including (without limitation) all copyright and other proprietary rights worldwide in all media.
- Permitted Uses. Users may access the Product(s) for business and personal use as permitted by a GREEN MARKETS PURCHASE AGREEMENT and U.S. copyright laws. Customer must obtain expressed written permission and/or additional licenses from Bloomberg for any additional use.
- Restrictions. In no event may Customer copy or distribute any Product (or any portion thereof), or routinely or systematically copy and redistribute copies of individual articles or sections. Customer may not reproduce, create derivative works from, perform, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in the Product(s) in any manner whatsoever that may infringe any copyright or proprietary interest of Bloomberg or any third party; store any content from the Product(s) in any information storage and retrieval system; distribute the information contained in the Product(s) to any person who is not duly authorized to use or receive the Product(s); distribute, rent, sublicense, lease, transfer or assign the Product(s) or this Agreement; decompile, disassemble, or otherwise reverse-engineer the Product(s), or alter, translate, modify, or adapt the Product(s) to create derivative works; make use of “framing” or other means of redirecting content; place or install any portion of the Product(s) on any electronic media, including, but not limited to, local or wide area networks or intranets, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, Web sites, or any other server that is Internet-enabled.
- Limited Warranty. Bloomberg represents and warrants that it has the right to make the Product(s) available to Customer under this Agreement. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL PRODUCTS ARE PROVIDED TO CUSTOMER “AS IS.” BLOOMBERG AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE PRODUCT(S) AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES TO HOLD BLOOMBERG AND ITS SUPPLIERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO ITS USE OF THE PRODUCT(S) OR ANY CONTENT CONTAINED THEREIN.
- Limitation of Liability. IN NO EVENT SHALL BLOOMBERG OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, PARENT COMPANY, SUPPLIERS, AGENTS, OR REPRESENTATIVES BE LIABLE TO CUSTOMER, ANY USER, OR ANY OTHER PERSON FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THE USE OF THE PRODUCT(S) OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER OR USERS. IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, BLOOMBERG’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER FOR ANY PRODUCT(S) PURSUANT TO ANY APPLICABLE ORDER FORM DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT MAY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST BLOOMBERG, ITS SUPPLIERS, OR ANY PERSON MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
- Termination. This Agreement shall remain in effect until terminated by either party for one of the following reasons: (a) if the other party materially breaches any provision of this Agreement and fails to remedy such breach within ten (10) business days after written notice of such breach; or (b) if the other party has any proceedings instituted by or against it seeking relief, reorganization or arrangement under any laws relating to insolvency, or any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of its property or assets, or the liquidation, dissolution or winding up of its business. All obligations with respect to any money that was accrued and owing prior to the effective date of any termination under this Agreement, shall survive termination. All obligations with respect to Section 3 of this Agreement (“Copyright”) and Section 4 of this Agreement (“Permitted Uses”) shall survive termination.
- Force Majeure. Bloomberg shall not be liable for failure to perform any part of this Agreement where such failure is due to fire, flood, power outages, strikes, war (declared or undeclared), acts of terror, embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, Act of God, or any cause beyond the control of such party. In such event, Bloomberg shall use reasonable efforts to resume performance. This Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance not exceeding one (1) month and the parties shall proceed under this Agreement when the causes of such non-performance have ceased or have been eliminated.
- Notices. Notice under this Agreement shall be made in writing; sent via certified mail, return receipt requested, or a nationally recognized overnight courier service; effective upon receipt at the address stated below; and addressed as follows: If to Bloomberg, to Bloomberg L.P., P.O. Box 190, Sullivan, NH 03445, USA, with a copy to Bloomberg L.P., 731 Lexington Avenue, New York, NY 10022, USA, Attention: Legal Department. If to Customer, to the designated billing contact and address.
- Fees and Payment. Where applicable, payment is due in full within thirty (30) days after the invoice date. Product fees do not include applicable taxes which will be included on the invoice. Unless Customer provides Bloomberg with a valid signed tax exemption certificate applicable to the Product’s ship-to locations, Customer agrees to pay sales and other applicable taxes on the subscription (excluding taxes based on Bloomberg’s income). Bloomberg reserves the right to suspend Customer’s access to the Product(s), without further notice, if Bloomberg does not receive payment within thirty (30) days after the invoice date.
- Miscellaneous Provisions.
- No Waiver. Should Bloomberg or any Customer fail to exercise or enforce any provision of this Agreement or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or waiver of any other right.
- Choice of Law. This Agreement shall for all purposes be governed and construed in accordance with the law of the State of New York without regard to its choice-of-law rules.
- Entire Agreement. Unless otherwise specified in an applicable GREEN MARKETS PURCHASE AGREEMENT, this Agreement, as it may be amended from time to time, constitutes the entire agreement between each Customer and Bloomberg, and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the subject matter of this Agreement. Without limiting the foregoing, this Agreement shall supersede the terms and conditions of any purchase order issued or delivered by Customer prior to, contemporaneous with, or subsequent to this Agreement, and such terms and conditions shall be given no effect.
- Severability. If any provision of this Agreement is held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of this Agreement. If the parties fail to negotiate a substitute provision, this Agreement will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.
- Third Party Beneficiaries. All beneficial rights (other than the right to collect fees) granted to or reserved in this Agreement by Bloomberg, including limited warranty, limitation of liability, confidentiality, and ownership, shall accrue to and are for the benefit of suppliers to the same extent as Bloomberg. Except as expressly stated therein, nothing contained in this Agreement is intended to create third party beneficiaries thereof.
- Each Party Acting Independently. Bloomberg and each Customer agree that, for purposes of the applicable order form, each is acting independently of the other, that they are not joint venturers, and that neither is an agent, partner or joint venturer of the other.
- Amendment and Assignment. Neither this Agreement nor any GREEN MARKETS PURCHASE AGREEMENT shall be changed, modified or amended except by a writing signed by a duly authorized representative of Bloomberg and the Customer. Neither party may assign this Agreement or any rights or obligations created under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, except that Bloomberg may assign this Agreement without consent (i) to any subsidiary or affiliated company, (ii) to an entity succeeding to all or substantially all of its stock or assets, whether by merger or purchase, provided that such entity shall expressly assume all of Bloomberg’s obligations under the Agreement, or (iii) in the event Bloomberg sells or otherwise transfers a Product to a third party. Any unauthorized assignment or delegation will be null and void. Subject to the foregoing, this GREEN MARKETS PURCHASE AGREEMENT will be binding upon and inure to the benefit of the parties’ successors and assigns.
- Headings and Cross-References. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. All references to Sections or headings shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.
- Electronic Product Subscription Renewal. Bloomberg’s Products provided via access to Bloomberg’s Prices.Green-Markets.com website (“Website Product(s)”) will provide User access to Bloomberg’s Green markets content archives. Upon renewal of Customer’s existing subscription to any Website Product, Bloomberg will begin that renewal on the day following the prior subscription expiration.
- Refunds Policy. Due to the nature of the Green Markets information Bloomberg publishes, Bloomberg does not provide refunds for Products once access to Products has been provided or Products are delivered to Customers. Customer accepts this provision and agrees to obtain all available information about a Green Markets product before entering into a GREEN MARKETS PURCHASE AGREEMENT.