ISDA CDS Standard Model Public
Licence
1.
Definitions.
(a)"Licensor"
means International Swaps and Derivatives
Association, Inc. ("ISDA").
(b) "ISDA
CDS Standard Model" means the ISDA
CDS Standard Model software code available for
download at http://www.isda.org/
(c)"Derivative
Work" means a work, including but
not limited to Source Code or object code, that
includes or is based on ISDA CDS Standard Model, or
portions thereof, together with material not
governed by the terms of this License.
(e)
"License" means this
document.
(f) "Source
Code" means the preferred form of
the ISDA CDS Standard Model for making modifications
to it and all available documentation describing how
to modify the ISDA CDS Standard Model.
(g)
"You" means an
individual or a legal entity exercising rights
under, and complying with all of the terms of, this
License or a future version of this License issued
under Paragraph 7. For legal entities,
"You" includes any entity which controls,
is controlled by, or is under common control with
You. For purposes of this definition,
"control" means (a) the power, direct or
indirect, to cause the direction or management of
such entity, whether by contract or otherwise, or
(b) ownership of fifty percent (50%) or more of the
outstanding shares or beneficial ownership of such
entity.
2.
License.
Licensor hereby grants You a
world-wide, royalty-free, non-exclusive
sublicensable license, subject to third party
intellectual property claims,
a) to reproduce the ISDA CDS
Standard Model in copies;
b) to distribute and
publicly display the ISDA CDS Standard Model;
c) to use and authorize the
use of the ISDA CDS Standard Model, with the proviso
that copies of ISDA CDS Standard Model that you
distribute for use by others shall be licensed under
this License;
d) to translate, adapt,
alter, transform, modify, or arrange the ISDA CDS
Standard Model, thereby creating derivative works
("Derivative Works") based upon the ISDA
CDS Standard Model; providing that Your Derivative
Works shall comply in all respects with the
provisions of Section 4 below; and
e) to distribute or
communicate copies of Your Derivative Works to the
public under a license of Your choice, which may
contain terms different from this License, provided
that the license for Your Derivative Works does not
attempt to limit the licensee's rights to use the
ISDA CDS Standard Model apart from Your Derivative
Work.
3.
Exclusions From License Grant.
Neither the names of
Licensor, nor the names of any contributors to the
ISDA CDS Standard Model, nor any of their trademarks
or service marks, may be used to endorse or promote
products derived from the ISDA CDS Standard Model
without express prior permission of the Licensor.
Except as expressly stated herein, nothing in this
License grants any license to Licensor's trademarks,
copyrights, patents, trade secrets or any other
intellectual property. No patent license is granted
to make, use, sell, offer for sale, have made, or
import embodiments of any patent claims.
4.
Attribution Rights.
(a) You must retain in their
original locations, in any copies of the ISDA CDS
Standard Model,
(i) the product name and
version number appearing therein (e.g., "ISDA
CDS Standard Model Version 1.0"); and
(ii) all copyright, patent,
or trademark notices from the Source Code of the
ISDA CDS Standard Model, as well as any notices of
licensing and any descriptive text identified
therein as an "Attribution Notice."
(b) For Source Code and
executable versions of any Derivative Works that You
create for external use to your organization, the
following notice must be provided at the top level
(e.g. main screen of an application) "This
application is based on the ISDA CDS Standard Model
(version x.x), developed and supported in
collaboration with Markit Group Ltd." where
"x.x" refers to the version of the ISDA
CDS Standard Model on which Your Derivative Work is
based. It is understood that a work that includes
data derived from calculations that have been
attained by using the ISDA CDS Standard Model, and
is not Source Code or an executable
version of any Derivative Work that You may create
for external use to your organization, shall not be
subject to the provisions of this Section.
5. Use of
Designation "ISDA".
(a) You may use the
designation "ISDA":
(i) to identify the ISDA CDS
Standard Model approved by Licensor; and
(ii) to make the truthful
claim that computer software or any other product or
service is based on or compliant with a specified
version of ISDA CDS Standard Model.
(b) You agree not to use the
designation "ISDA" in a misleading or
untruthful way, or in a way that falsely suggests
endorsement or sponsorship by, or affiliation with,
Licensor. Without limiting the generality of the
foregoing sentence, You agree not to use the
designation "ISDA", or any confusingly
similar designation:
(i) to identify any
software, algorithm or method other than the ISDA
CDS Standard Model approved by Licensor, or any
Derivative Works, unless additions or modifications
to the ISDA CDS Standard Model are clearly and
conspicuously identified as such;
(ii) to advertise or promote
any computer software or any other product or
service as based on or compliant with ISDA CDS
Standard Model, unless You specify the version of
ISDA CDS Standard Model; or
(iii) as a trademark or part
of a trademark for any software or any other
product, or as a service mark or part of a service
mark for any service.
6.
Indemnity for Use of ISDA CDS Standard Model in
Derivative Works.
You hereby agree to
indemnify Licensor for any liability incurred by the
Licensor as a result of the distribution, purchase,
sale or use of Your Derivative Work.
7.
Revisions of the License.
(a) Licensor may publish
revised and/or new versions of the License from time
to time. Each version will be given a distinguishing
version number.
(b) Once You have used the
ISDA CDS Standard Model under a particular version
of the License, You may always continue to use the
ISDA CDS Standard Model under the terms of that
version. You may also choose to use the ISDA CDS
Standard Model under the terms of any subsequent
version of the License published by Licensor. No one
other than Licensor has the right to modify the
terms applicable to the ISDA CDS Standard Model
under this License.
8.
DISCLAIMER OF WARRANTY.
THE ISDA CDS STANDARD MODEL
IS PROVIDED UNDER THIS LICENSE ON AN "AS
IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
WARRANTIES THAT THE ISDA CDS STANDARD MODEL IS FREE
OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR
PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE
QUALITY AND PERFORMANCE OF THE ISDA CDS STANDARD
MODEL IS WITH YOU. SHOULD THE ISDA CDS STANDARD
MODEL PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT THE
LICENSOR) ASSUME THE COST OF ANY NECESSARY
SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF
WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
LICENSE. NO USE OF ANY OF THE ISDA CDS STANDARD
MODEL IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS
DISCLAIMER.
9.
Acceptance and Termination.
(a) Except as provided
in subparagraph (b) of this Paragraph, this License
and the rights granted hereunder will terminate
automatically if You fail to comply with terms
herein and fail to cure such breach within 30 days
of becoming aware of the breach.
(b) If, at any time,
You expressly assented to this License, that assent
indicates your clear and irrevocable acceptance of
this License and all of its terms and conditions. If
You distribute or communicate copies of the ISDA CDS
Standard Model or a Derivative Work, You must make a
reasonable effort under the circumstances to obtain
the express assent of recipients to the terms of
this License. This License conditions your rights to
undertake the activities listed in Section 2,
including your right to create Derivative Works
based upon the ISDA CDS Standard Model, and
doing so without honoring these terms and conditions
is prohibited by copyright law and international
treaty. Nothing in this License is intended to
affect copyright exceptions and limitations
(including "fair use" or "fair
dealing"). This License shall terminate
immediately and You may no longer exercise any of
the rights granted to You by this License upon your
failure to honor the conditions in this
License.
10.
Termination for Patent Action.
This License shall terminate
automatically and You may no longer exercise any of
the rights granted to You by this License as of the
date You commence an action, including a cross-claim
or counterclaim, against Licensor or any licensee
alleging that the ISDA CDS Standard Model or a
Derivative Work infringes a patent. This termination
provision shall not apply for an action alleging
patent infringement by combinations of the
ISDA CDS Standard Model or
a Derivative Work with other software or
hardware.
11.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND
UNDER NO LEGAL THEORY, WHETHER TORT(INCLUDING
NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE
LICENSOR, ANY OF ITS MEMBERS, OR ANY DISTRIBUTOR OF
DOCUMENTS OR SOFTWARE CONTAINING ANY OF THE ISDA CDS
STANDARD MODEL, OR ANY SUPPLIER OF ANY OF SUCH
PARTIES, BE LIABLE TO YOU OR ANY OTHER PERSON FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY
AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF
SUCH PARTY SHALL HAVE BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR
PERSONAL INJURY RESULTING FROM SUCH PARTY'S
NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS
SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THAT EXCLUSION AND
LIMITATION MAY NOT APPLY TO YOU.
12.
Miscellaneous.
This License represents the
complete agreement concerning subject matter hereof.
If any provision of this License is held to be
unenforceable, such provision shall be reformed only
to the extent necessary to make it enforceable. This
License shall be governed by New York law provisions
(except to the extent applicable law, if any,
provides otherwise), excluding its conflict-of-law
provisions. With respect to disputes in which at
least one party is a citizen of, or an entity
chartered or registered to do business in, the
United States of America: (a) unless otherwise
agreed in writing, all disputes relating to this
License(excepting any dispute relating to
intellectual property rights) shall be subject to
final and binding arbitration, with the losing party
paying all costs of arbitration; (b) any arbitration
relating to this Agreement shall be held in New York
City, under the auspices of JAMS/End Dispute; and
(c) any litigation relating to this agreement shall
be subject to the jurisdiction of the Federal Courts
of the Southern District of New York, with venue
lying in New York County, with the losing party
responsible for costs, including without limitation,
court costs and reasonable attorneys fees and
expenses. The application of the United Nations
Convention on Contracts for the International Sale
of Goods is expressly excluded. Any law or
regulation which provides that the language of a
contract shall be construed against the drafter
shall not apply to this License.
