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G-E Financial Analytics GmbH/ Scorable
Terms of UseService
Last updated: May 2021

1. General

1.1. The following are the terms and conditions (“Terms”) for the subscriptions to access and use Scorable, the next generation financial research and modelling software for fixed income credit risk assessment (“Scorable”), on a software-as-a-service (SaaS) basis provided through a website (the "Website"), owned and operated by G-E Financial Analytics GmbH, a company organized under the laws of the Federal Republic of Germany, registration number HRB 201446 B Amtsgericht Charlottenburg, and/or its affiliates ("G-E"),

1.2. By entering this Website and downloading any materials from it or using any services provided by or through it You agree to these terms and conditions of the BondIT Commercial Agreement and You are willing to be bound by them in the same manner that a signed, written, paper contract does, and to comply with all applicable laws, rules and regulations in relation to the use of this Website.

1.3. The access and use of this Website or the use of any Services provided through the Website, may also be subject to any additional or different terms including, without limitation, Privacy Policy (as described below), End User License Agreement (the "EULA"), (collectively the “Additional Terms”). Accordingly, the terms set out herein are incorporated by reference into all addendums, policies instructions or guidelines, provided by G-E and by accessing the Website or Services You also agree to any such Additional Terms. Except as otherwise provided in these Terms or the EULA, if any provision contained in these Terms is in conflict with any provision of the EULA, the latter shall prevail.

1.4. G-E reserves the right to modify or discontinue the Website (or any part thereof), the Terms, or any of the Additional Terms, temporarily or permanently, without any prior notice thereof.

1.5. G-E shall not be liable to You or to any third party for the content or for any modification, suspension, or discontinuance of this Website, these Terms, and the Additional Terms.

1.6. Your use of the Website or any of the Services is subject to the most current version of these Terms at the time of such use. Therefore, using of this Website after any such changes indicates Your acceptance of such changes.

1.7. At any time G-E may permit or deny access to this Website, at its sole discretion.

2. G-E services and Permitted Use

2.1. Subject to the provisions included in these Terms, and those of the EULA, You are permitted to access and use G-E as specified in section 2 of the EULA.

2.2. Such access and use shall be subject to and limited by the additional terms and conditions set out in the Subscription Schedule in Annex 1 to the Commercial Agreement.

2.3. G-E, at its sole discretion, may provide users of this Website with access to Scorable its financial analytical application and certain content concerning the materials displayed on this Website, including, without limitation, contact information, links, publications, other specialized content, documentation, data, related graphics, relating services and fields of expertise (“Services”). The Services may be protected by copyright and intellectual property laws. G-E and its licensors retain all title to copyright in the Services, as applicable, and nothing on this Website shall be construed as conferring any express or implied right or license under any Intellectual Property rights, whether by estoppel, implication or otherwise to such Services except as expressly provided herein.

2.4. Except as stated in these Terms, You may not reproduce, edit, modify, display, distribute or make any other use of the Services in any form or by any means without G-E's prior written consent.

2.5. As a condition to Your use of the Services, You will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden, or impair the Website's server or the networks connected to the server, or interfere with any other party's use.

3. Support

G-E shall provide support to you via email during G-E’s regular business hours (Monday through Friday, 9 AM to 6 PM GMT+1, except public holidays in the Federal State of Berlin), as set forth in the support section of the G-E website.

4. Service Level

4.1. G-E guarantees that Scorable will be accessible to You 99.5% of the time in any given calendar month, excluding maintenance windows.

4.2. Notwithstanding the above, G-E does not guarantee network availability between You and the G-E hosting servers, as such availability can involve numerous third parties and is beyond G-E’s control. G-E will not be liable for nor provide any service credits hereunder for any downtime caused in whole or part by a third party data center provider nor for any downtime that You experience as a result of your own network connectivity issues, or those of any user authorized to access and use Scorable as specified in Annex 1 to the BondIT Commercial Agreement (“Authorized User”).

5. Customer Obligations

5.1. You shall use Scorable only in a manner consistent with these Terms and the EULA, and only for Your own internal business operations. In particular, You may not, and agree not to or enable others to

5.1.1. use Scorable in any unlawful way or for any unlawful purpose;

5.1.2. use Scorable or any data included therein for the purpose of building a similar or competitive product or in any other way competing with G-E or its third party providers;

5.1.3. rent, lease, or transfer Scorable to another party or use Scorable for any third party training, servicerent, lease, or transfer Scorable to another party or use Scorable for any third party training, service bureau or application service provider other than as explicitly certified by G-E;

5.1.4. publish any result of any benchmark performance results of the services, except with G-E’s prior written consent.

5.2. You agree

5.2.1. to ensure full compliance of your Authorized Users with the terms and conditions of the EULA;

5.2.2. that the data and personal information collected by You or transmitted or otherwise provided to G-E in connection with these Terms will not violate any applicable law, government regulations, including those pertaining to data protection;

5.2.3. to make to its Authorized Users all necessary disclosures about Scorable, and the fact that personal data, as applicable and as specified in the Scorable Privacy Policy, may be processed by G-E;

5.2.4. that certain third party rights, as set out in the EULA, may exist relating to the use of Scorable;

6. Third Party Software Websites

6.1. Certain links provided in the Website ("Links") allow You to leave this Website and enter third party Websites ("Third Party Websites"). The Third Party Websites are not under G-E's control. G-E is not responsible for the contents of any of the Third Party Websites or any changes or updates to such Websites. G-E is not responsible for any inaccurate or out of date contents that appear on the Third Party Websites.

6.2. G-E provides Links through the Website only for Your convenience. The inclusion of any Link does not imply endorsement by G-E of any of the Third Party Websites. G-E's publication of information regarding third-party products or services does not constitute an endorsement regarding the suitability of such products or services or a warranty, representation or endorsement of such products or services, either alone or in combination with any of G-E's Service.

6.3. G-E reserves the right to remove any link at any time. Therefore, You acknowledge and agree that G-E shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked Websites or resource.

6.4. Furthermore, G-E may license software, tools and services from third-party providers. G-E may, from time to time, revise its Terms or any of its Additional Terms, as requested by such third party providers and require that You agree to their additional pass-through terms with respect to such third party providers (the "Third Party Providers").

6.5. As such, G-E urges You to read and fully understand the terms and conditions and other policies of such Third Party Providers before using our Services.

7. Intellectual Property, Trademarks, Patents

7.1. The content on the Website, the Services, and the trademarks, service marks and logos used and displayed on this Website whether or not registered or protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, are owned by or licensed to G-E. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any G-E trademarks, service marks or logos used or displayed on this Website without the prior written express permission of G-E.

8. Representations and Warranties of User;

8.1. You represent and warrant that (i) You have all right, power and authority to enter into these Terms; (ii) the execution of these Terms does not and will not violate any other agreement to which You are bound or any law, rule, regulation, order or judgment to which You are subject; (iii) You will comply with all applicable laws, contracts and/or agreements, at Your sole expense and liability, in connection with Your use of this Website. You agree to defend, indemnify and hold harmless G-E and its partners, associates, licensors, employees, agents, and representatives, from and against all claims, losses, costs, damages, liabilities, and expenses (including but not limited to legal fees) arising out of: (a) Your activities in connection with this Website; (b) any violation of these Terms by You, including incomplete, inaccurate, outdated or false details provided by You; or (c) any allegation that anything You transmit through or in connection with this Website infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party; and (iv) you are 18 years of age or older.

9. Warranties and Disclaimers

9.1. The Services and the contents in this Website are provided on an "as is" or "as available" basis without any warranties of any kind, express or implied. G-E does not warrant that its will be uninterrupted or error-free and the materials, Services and information presented on this Website may be inaccurate, incomplete or outdated, and may contain technical inaccuracies, typographical errors or other mistakes. G-E reserves the right to revise or make other changes to said pages at any time.

9.2. You understand and acknowledge that G-E may not be able to foresee or anticipate in advance, technical or other difficulties which may result in failures or any other service interruptions related, but not limited to the Platform; Website; Services. Therefore, G-E assumes no responsibility and is expressly disclaim all warranties of any kind as to the timeliness, accuracy, deletion, failure to store or to deliver any user data, communications or personalization settings.

9.3. The information contained in this Website is provided for informational purposes only and should not be construed as legal or financial advice on any subject matter. The transmission of the Website, in part or in whole, or communication with G-E via Internet e-mail through this Website neither form nor constitute any advisor-client relationship between G-E and any recipient.

9.4. No recipients of content from this Website, subscribers or otherwise, should act or refrain from acting on the basis of any content included in the Website without seeking the appropriate financial or other professional advice on the particular facts and circumstances at issue from a licensed entity. G-E expressly disclaims all liability in respect to actions taken or not taken based on any or all the contents of this Website.

9.5. G-E does not warrant nor guarantee any advice, information, financial or otherwise granted through the Website and assumes no liability with respect to such information or advice or its accuracy. Also, G-E cannot assume any responsibility for updating or correcting any such information or advice once it has been given.

9.6. In general, warranty rights with regards to Scorable are governed by sections 536 et seq. BGB. Liability without fault for initial defects is excluded. Fault-based liability remains unchanged. In assessing whether or not G-E is at fault, You acknowledges that software cannot actually be without any defects. Deficiencies can be cured at G-E’s discretion either by rectification or replacement delivery. You are only entitled to termination pursuant to section 543 (2) (1) no. 1 BGB due to the failure to grant use in accordance with the Agreement if G-E has been given sufficient opportunity to rectify the deficiency and such attempt has failed. As detailed above, G-E does not warrant Your internet connectivity, especially the availability or volume of internet access.

9.7. G-E will not be liable to the extent that any breach of the foregoing warranties are caused by (i) third-party components or services (including in combination with Scorable) not provided by G-E; (ii) modifications to Scorable, other than updates or upgrades; (iii) unauthorized use, or use of Scorable other than in accordance with the documentation, (iv) viruses introduced by You or Your agents or Authorized Users, or (v) continued use of Scorable by You after G-E notifies You to discontinue use of Scorable due to a claim, allegation or proceeding of third party infringement and provides a non-infringing version that remains functionally equivalent (collectively, “Exclusions”)

10. Limitation of Liability

10.1. Use of the Website or of the Services is at Your own risk. G-E shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions related to the Services available or not included in the Website; (b) the unavailability or the interruption of the Services; (c) Your use of the Services (regardless of whether You received any assistance from G-E in using such Services); or (d) the content of the Services.

10.2. In case of a slight negligent breach of a contractual core duty, G-E shall only be liable to the amount of the typically foreseeable damage. Contractual core duties abstractly are such duties whose accomplishment enables proper fulfilment of the contract in the first place and whose fulfilment a contractual party regularly may rely on.

10.3. G-E’s liability is unlimited for damages arising out of death, injury to body or health based on a breach conducted by a legal representative or designated agent of G-E, as well as for damages that arise from the lack of a guaranteed characteristic or in case of fraudulent intent.

10.4. Liability pursuant to the German Product Liability Act remains unaffected.

10.5. The limitation period for claims for damages shall be one (1) year, except in case of 10.310.4 where the statutory statute of limitations shall apply.

11. Changes

11.1. G-E reserves the right to modify and update the Terms from time to time without any prior notice. In case of any material change in the terms of these Terms, G-E may replace the related link on the home page of the Website with another link, whereas the link's title will notify of the change.

12. Feedback

12.1. G-E always welcomes Your correspondence, feedback, comments, complaints and suggestions regarding, inter alia, the user interface, bug reporting, level and frequency of usage,feature's adoption,degree of dependency in our support; etc. (Collectively, “Feedback”) as this will help us improve our Services.

12.2. With respect to the Feedback, You grant G-E a worldwide, nonexclusive, royalty-free, perpetual and irrevocable right and license to use, edit and excerpt such Feedback for any purpose, including without limitation incorporation of such Feedback into our Platform or Services. This section shall remain in full force and effect, surviving any termination.

12.3. Feedback may be submitted to info@bonditglobal.com or shared in the website https://bonditglobal.com/contact/.

13. Indemnification

13.1. G-E will defend at its own expense any action against You brought by a third party to the extent that the action is based upon a claim that Scorable infringes any copyright, patent, trademark, or misappropriates any trade secret rights, to the extent any of the above are recognized in any European Union member state. G-E will pay those costs and damages finally awarded against You in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. If Scorable (or any component thereof) becomes, or in G-E’s opinion is likely to become, the subject of an infringement or misappropriation claim, G-E may, at its option and expense, either (i) procure for You the right to continue exercising the rights licensed to You under these Terms and the EULA, or (ii) replace or modify Scorable so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in G-E’s opinion, commercially reasonable, G-E may terminate the subscription and will refund to You a pro-rata portion of any applicable prepaid Fees. Notwithstanding the above, G-E will have no obligation under this section or otherwise with respect to any infringement claim based upon any Exclusions. This section states G-E’s entire liability and Customer’s sole and exclusive remedy in case of defects of title (“Rechtsmängel”). However, the statutory provisions and not this section shall apply to the extent G-E, its representatives or its agents have caused a defect intentionally or in case of breach of a guarantee.

13.2.Any indemnification obligations under these Terms are subject to the condition that the indemnified party

13.2.1. notify the indemnifying party in writing of any action, proceeding, or other claim by a third party no later than 30 days after first receiving notice of such action, and provide copies of all communications, notices and/or other actions relating to the action;

13.2.2. give the indemnifying party sole control of the defense against any such action proceeding or other claim, and any related settlement negotiations, provided that such defense be conducted in a manner that is not adverse to the indemnified party’s interests (the indemnified party may employ its own counsel at its own expense to assist it with respect to any such claim);

13.2.3. comply with all terms and conditions of these Terms; and

13.2.4. act in accordance with the reasonable instructions of the indemnifying party, cooperate and, upon reasonable request and at the expense of the indemnifying party, assist in such defense.

14. Use of data

14.1. You agree that G-E may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about users’ computer, systems and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services (if any) related to Scorable, and to verify compliance with the terms of these Terms and the EULA. G-E may use this information, as long as it is in a form that does not personally identify an Authorized User, to improve Scorable or to provide services to You.

14.2. Data and information included in Scorable will, except for any personal data necessary for the performance of these Terms or the EULA, not reasonably contain any personal data. Should this nevertheless be the case, corresponding contractual provisions between third party providers and G-E may apply. In such case, the respective provisions may be inspected, and G-E and You agree to conclude in good faith a respective data processing agreement, if any.

14.3. For more details on how Your personal information will be used and protected by G-E, please read G-E's Privacy Policy on www.scorable.com. G-E's Privacy Policy may be updated from time to time at G-E sole discretion. Your use of the Website or any of the Services is subject to the most current version of the Privacy Policy at the time of such use.

15. Confidentiality

15.1. "Confidential Information" shall mean any information or documents of the respective other Party that have been identified as confidential, any information covered by the definition of “trade secret” under Directive (EU) 2016/943 of 8 June 2016 and by applicable national laws implementing that Directive, and all other information that must be considered confidential under the circumstances, including but not limited to information about operational procedures, business relationships and know-how.

15.2. The Parties agree to keep Confidential Information secret.

15.3. This obligation shall not include any Confidential Information that

(a) was demonstrably already known to the recipient upon conclusion of the Commercial Agreement or subsequently was obtained from a third party without any breach of a confidentiality agreement, statutory provisions or regulatory orders;
(b) upon conclusion of the Commercial Agreement is, or subsequently becomes, publicly known, unless this results from a breach of these Terms;
(c) must be disclosed due to statutory obligations or due to court or regulatory orders. To the extent permitted and possible, the recipient required to disclose Confidential Information shall notify the other Party in advance and provide it with the opportunity to proceed against the disclosure.

15.4. The Parties shall grant access to Confidential Information only to such advisers who are subject to professional secrecy or on whom obligations corresponding to the confidentiality obligations under these terms have been previously imposed. Furthermore, the Parties shall disclose the Confidential Information only to those employees who require it for the performance of the Commercial Agreement and shall obligate such employees to maintain confidentiality even after termination of their employment relationship to the extent permitted by employment law.

16. Regulation

16.1. Scorable does not require any permits and/or licenses as it does not provide any financial services, in particular its activities do not constitute the brokering of transactions for the acquisition and sale of financial instruments (investment brokerage) or the making of personal recommendations to clients relating to transactions with certain financial instruments (investment advice) within the meaning of the German Banking Act (“KWG”).

17. Termination

17.1. G-E, at its sole discretion, may cancel Your access to the Website, or any of the Services or any part thereof, without prior notice and for any reason G-E finds appropriate, including, without limitation, if G-E has a reason to believe that You have violated or acted inconsistently with the Terms. G-E shall not be liable to You or any third party for any termination of Your access to this Website or any part thereof.

18. Final Provisions

18.1. The Parties shall not assign or transfer any of its rights or delegate any of its duties under or in connection with these terms to any third party without the other Party’s prior written consent.

18.2. These terms and all claims and rights arising out of or relating to these Terms shall be governed, construed, and enforced in accordance with the laws of Germany. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties hereby submit to the jurisdiction of the courts of Berlin, Germany, and agree that said courts shall have sole and exclusive jurisdiction over any and all disputes and causes of action arising out of or relating to these Terms.

18.3. The Parties are and intend to remain legally independent contractors. Nothing in these Terms shall be construed as an agency, joint venture or partnership between the Parties. Neither Party shall be entitled to represent the other Party nor shall either Party bind or enter into any contractual commitment on behalf of the other Party.

18.4. These Terms constitutes the entire agreement between the Parties and no ancillary verbal agreements have been made.

18.5. The provisions of these Terms may not be modified or amended, except by a written instrument (“Textform”) duly executed by each Party. This includes modifications or the cancellation of this written form provision.

18.6. If any provision of these Terms shall be or become, either in full or in part, invalid, ineffective, or unenforceable, it shall not affect any other provision of these Terms. Rather, the invalid, ineffective, or unenforceable provision shall be modified so that it is valid, effective, and enforceable, and, to the fullest extent possible, reflects the intention of the parties in accordance with the purpose of these Terms. The same shall apply to any gaps in these Terms. It is the expressed intention of the parties that this severability clause does not result in a mere reversal of the burden of proof, but that section 139 BGB as a whole shall not apply.

19. Waiver

19.1. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default without prior written consent of the other party.