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Moody’s Analytics Pulse Terms of Use

  1. Scope of Services.

By signing a Moody’s Analytics Pulse Order Form incorporating these Moody’s Analytics Pulse Terms and Conditions (the “Terms of Use” or “User Agreement”), the company identified in the Moody’s Analytics Pulse Order Form (the “Customer”) shall be granted, subject to the terms herein, a non-exclusive, restricted license to use the services made available to Customer by Moody’s Analytics, Inc. (“Moody’s Analytics”), including the services listed therein (the “Moody’s Analytics Services”).

  1. Restricted License.

Moody’s Analytics hereby grants to Customer a non-exclusive, non-transferable, restricted license (without the right to sublicense) to use the Moody’s Analytics Services solely in connection with present or prospective credit, financial, or risk management transactions with the business entities to which the Customer’s inquiries relate. Customer will not use the Moody’s Analytics Services as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or employment purposes, or for any other purposes governed by the Fair Credit Reporting Act. Customer will use the Moody’s Analytics Services in compliance with all laws, regulations, and ordinances that, in Moody’s Analytics’ opinion, govern the use of the Moody’s Analytics Services, and in compliance with all use restrictions set forth in the User Agreement or hereafter adopted by Moody’s Analytics. Specifically, and notwithstanding the generality of the foregoing, Customer warrants that in utilizing the Moody’s Analytics Services, including but not limited to Decisions, Customer has and will comply with the federal Equal Credit Opportunity Act, as amended, and its state counterparts, and all other federal, state, and local laws. Customer’s use of the Moody’s Analytics Services shall be for internal business purposes only. Customer hereby warrants that it is not a competitor of Moody’s Analytics or accessing the Moody’s Analytics Services on behalf of, or at the direction of, a competitor of Moody’s Analytics. Customer shall not resell, broker, transfer, or otherwise make the Moody’s Analytics Services and/or the information contained therein available to any third parties. Customer shall not use the Moody’s Analytics Services, or store the information contained therein, for the purpose of creating product(s) that compete with the Moody’s Analytics Services or to compare the Moody’s Analytics Services to a competitive offering. Customer agrees that if Moody’s Analytics determines or reasonably suspects that Customer is reselling or brokering the Moody’s Analytics Services’ information, programs, computer applications, or data, or is otherwise violating any provision of these Terms of Use, Moody’s Analytics may take immediate action, including terminating the delivery of, and the license to use, the Moody’s Analytics Services.

  1. Security.

Customer acknowledges that it is Customer’s duty to keep secure and hold in the strictest confidence all Moody’s Analytics Services user identification codes (the “User IDs”) and the information obtained through the Moody’s Analytics Services. Accordingly, Customer agrees to: (a) restrict access to the Moody’s Analytics Services to employees who have a need to know; (b) immediately deactivate the User IDs of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (c) unless otherwise agreed, prohibit the sharing of User IDs amongst Customer’s employees; (d) take all commercially reasonable measures to prevent unauthorized access to, or use of, the Moody’s Analytics Services or the data received therefrom, whether the same is in electronic form or hard copy, by any third party; (e) not access and/or use the Moody’s Analytics Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Moody’s Analytics; and (f) not use any framing techniques to frame, wrap, or enclose the Moody’s Analytics Services or the information contained therein.

  1. Fees.

Customer agrees to pay for the Moody’s Analytics Services as specified in the Moody’s Analytics Pulse Order Form. Customer acknowledges that, for Moody’s Analytics Services consisting of online reports or for Boost batching services, the applicable fees for such Moody’s Analytics Services may be displayed online at the time that Customer requests such Moody’s Analytics Services, and Customer agrees that, by clicking the “Purchase” button or otherwise proceeding to use or access such Moody’s Analytics Services, Customer shall be obligated to pay the applicable fees displayed online. Customer also acknowledges that Moody’s Analytics may change the applicable fees for such Moody’s Analytics Services at any time, and Customer will pay the applicable fee that is displayed at such time as Customer clicks the “Purchase” button or otherwise proceeds to use or access such Moody’s Analytics Services. The fees for all Moody’s Analytics Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they will be charged to Customer’s account. For Moody’s Analytics Pulse, Customer agrees to submit its entire accounts receivable portfolio to Moody’s Analytics (the “Full A/R File”) one time per calendar month. Customer must submit its initial Full A/R File within thirty (30) business days of the Effective Date.  If Customer fails to provide a Full A/R File during any 60-day period during the term specified in the Moody’s Analytics Pulse Order Form, Moody’s Analytics will continue to provide Moody’s Analytics Pulse Account Monitoring Service using the last Full A/R File that Customer provided to Moody’s Analytics, but discounted contributor report pricing will be removed from the Customer’s account and Customer shall pay Moody’s Analytics Pulse’s then-current published fees for each Moody’s Analytics Pulse report that Customer accesses through Moody’s Analytics Pulse’s website.

  1. Payment of Fees.

Customer agrees to pay for all services specified in the Moody’s Analytics Pulse Order Form and for all other Moody’s Analytics Services obtained through Customer’s User IDs. All invoices must be paid within thirty (30) days of receipt, and Customer acknowledges and agrees that it may be electronically invoiced (via e-mail to the billing contact designated in the Moody’s Analytics Pulse Order Form, or via such other means as announced by Moody’s Analytics). All unpaid fees and late payments will bear interest at a rate of 18% per annum. Moody’s Analytics may immediately suspend Customer’s access to the Moody’s Analytics Services in the event of non-payment and/or late payment, as a condition of reactivation, may in its sole discretion require Customer pay all fees for the Moody’s Analytics Services in advance.

  1. Term and Termination.

The term of this User Agreement and for Customer’s access to the Moody’s Analytics Services is specified in the Moody’s Analytics Pulse Order Form. Customer may only terminate this User Agreement as specified in the Moody’s Analytics Pulse Order Form; provided, however, if an annual commitment is specified in the Moody’s Analytics Pulse Order Form, Customer may terminate this User Agreement, effective at the end of the then-current term, upon at least thirty (30) days prior written notice to Moody’s Analytics. In addition to any other remedy available to Moody’s Analytics under these Terms of Use, Moody’s Analytics may terminate this User Agreement if Customer commits a material breach. This User Agreement will automatically terminate in the event that either party becomes insolvent, admits its inability to pay its debts in writing, or ceases to carry on the business carried on by it. Provisions hereof relating to limits on liability, indemnification, use and protection of the Moody’s Analytics Services and its information and data, payment for the Moody’s Analytics Services, audits, Moody’s Analytics’ right to contributed Trade Data (as defined in paragraph 11 below), and disclaimers of warranties shall survive the termination of this User Agreement. Should Customer continue to use the Moody’s Analytics Services following termination of this User Agreement, the fees applicable to such usage shall be the then-prevailing fee for the Moody’s Analytics Services as described in Moody’s Analytics’ retail price lists.

  1. Intellectual Property.

Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Moody’s Analytics Services’ information, programs, or computer applications. Customer acknowledges that Moody’s Analytics (and/or its third-party data providers) shall retain all right, title, and interest under applicable contractual, copyright, and related laws in and to the data and information that Moody’s Analytics provides under this User Agreement. Customer shall use such materials in a manner consistent with Moody’s Analytics’ interests and notify Moody’s Analytics of any threatened or actual infringement of Moody’s Analytics’ rights. Customer shall not remove or obscure the copyright notice or other notices contained on materials accessed through the Moody’s Analytics Services.

  1. Limitation of Liability.

Neither Moody’s Analytics, nor its subsidiaries and affiliates, nor its third-party data providers, nor its third party customer referral sources and endorsers of the Moody’s Analytics Services (collectively, the “Moody’s Analytics Parties”) shall be liable to Customer for any loss or injury arising out of or caused in whole or in part by the Moody’s Analytics Parties’ acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Moody’s Analytics Services. If, notwithstanding the foregoing, liability can be imposed on the Moody’s Analytics Parties, then Customer agrees that the Moody’s Analytics Parties’ aggregate liability for any and all losses or injuries arising out of any act or omission of the Moody’s Analytics Parties in connection with anything to be done or furnished under these Terms of Use, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed $100.00; provided, however, that such limitation of liability shall not apply to Moody’s Analytics’ indemnification obligation detailed in paragraph 10 below, and Customer covenants and promises that it will not sue any of the Moody’s Analytics Parties for an amount greater than such sum even if Customer was advised of the possibility of such damages, and Customer agrees that it will not seek punitive damages in any suit against any of the Moody’s Analytics Parties. In no event shall Moody’s Analytics be liable for any indirect, incidental, special, or consequential damages, however arising, incurred by Customer from receipt or use of the Moody’s Analytics Services or the information delivered hereunder or the unavailability thereof.

  1. Disclaimer of Warranties.

Customer acknowledges and agrees that Moody’s Analytics will use reasonable efforts to deliver the Moody’s Analytics Services requested by Customer and to compile information gathered from selected public records and other sources used in the provision of the Moody’s Analytics Services; provided, however, that the Customer accepts all information on an “as is,” “as available” basis. Customer acknowledges and agrees that Moody’s Analytics obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on Moody’s Analytics for the accuracy or completeness of information supplied through the Moody’s Analytics Services. Moody’s Analytics reserves the right at any time to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Moody’s Analytics Services. Moody’s Analytics does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the Moody’s Analytics Services or information provided therein; provided, however, that Moody’s Analytics does hereby warrant that neither the Moody’s Analytics Services nor the data contained therein infringe upon the intellectual property rights of any third parties. The Moody’s Analytics Services may contain hyperlinks to third party websites, and Moody’s Analytics assumes no responsibility and has no control over the information and or content contained therein.

  1. Indemnification.

Customer hereby agrees to protect, indemnify, defend, and hold harmless the Moody’s Analytics Parties from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys’ fees and costs) arising from or in any way related to its use of the Moody’s Analytics Services. Moody’s Analytics hereby agrees to protect, indemnify, defend, and hold harmless Customer from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys’ fees and costs) arising from or in any way related to any breach of the limited warranty regarding non-infringement made in paragraph 9 above.

  1. Data Contribution.

“Trade Data” shall mean an accounts receivable file of each of Customer’s active and historic accounts, including each Full A/R File submitted by Customer. Each Trade Data submission must meet Moody’s Analytics’ minimum data requirements and must contain information on all of Customer’s active and historic customer accounts. Customer hereby represents and warrants to Moody’s Analytics that all of the Trade Data shall be true, accurate, and complete to the best of its knowledge and belief as of the dates submitted to Moody’s Analytics. To the extent the Trade Data contains any personal information about consumers, Customer hereby also represents and warrants to Moody’s Analytics that Customer collected the information directly from those consumers and has provided to them all notices required by applicable laws concerning the collection or use of personal information (including the California Consumer Privacy Act). Customer grants to Moody’s Analytics a non-exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide, sublicensable right and license to use, reference, copy, modify, create derivative works from, display, publish, and distribute the Trade Data, including for the purposes of: (i) inclusion in Moody’s Analytics products and services, whether directly or indirectly, including without limitation, Moody’s Analytics products and services that are sold on a stand-alone basis and those that are integrated into third party products and services; (ii) use in products or services which may be sold or licensed to third parties by Moody’s Analytics or its distributors; and (iii) Moody’s Analytics’ business use, including without limitation, use in any manner chosen by Moody’s Analytics, including but not limited to, the use of such Trade Data to generate, use, and publish aggregate statistical information. The foregoing license shall survive the termination of this User Agreement. This license shall supersede and control over any separate confidentiality or non-disclosure agreement between the parties inasmuch as Moody’s Analytics shall be permitted to retain any Trade Data provided to Moody’s Analytics and use such Trade solely to the extent permitted by the license granted to Moody’s Analytics above. If Customer provides Trade Data to Moody’s Analytics after termination of this User Agreement, this section shall apply to that Trade Data notwithstanding termination of this User Agreement. Moody’s Analytics shall own all rights, title, and interest in and to any materials, products, or services created by or on behalf of Moody’s Analytics in any form containing or derived from the Trade Data (or any part thereof), and Customer shall have no ownership, authorship, or moral rights therein. Moody’s Analytics shall not identify Customer as the source of the Trade Data to any third party unless required to do so by legal process or given permission by Customer to do so. Subject to the license granted to Moody’s Analytics above, Moody’s Analytics will not sell Trade Data submitted by Customer as a stand-alone product to any third parties. Moody’s Analytics reserves the right at any time to discontinue pricing promotions, if any, for contributors of Trade Data, or to remove Trade Data contributor discounts from Customer’s account if Moody’s Analytics discovers that Customer has failed to contribute Trade Data as agreed or if Customer’s Trade Data submissions fail to meet Moody’s Analytics’ minimum requirements.

  1. Governing Law; Exclusive Jurisdiction; Attorney’s Fees; Assignment.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without effect to conflict of law principles. In any action arising out of or related to these Terms of Use, each party consents to the exclusive jurisdiction of any state or federal court sitting in the county of New York, New York. The prevailing party in any action, claim, or lawsuit brought pursuant to these Terms of Use is entitled to payment of all attorney’s fees and costs expended by such prevailing party in association with such action, claim, or lawsuit. These Terms of Use may not be assigned by Customer, in whole or in part, without the prior written consent of Moody’s Analytics. For purposes of these Terms of Use, a change in ownership of twenty percent (20%) or more of the outstanding shares of Customer shall constitute an assignment.

  1. Audit.

Customer understands and agrees that Moody’s Analytics may conduct periodic reviews of Customer’s use of the Moody’s Analytics Services to ensure compliance with the terms of these Terms of Use and Moody’s Analytics’ third-party data provider contracts. Violations discovered in any review or audit may be subject to immediate action, including but not limited to the imposition of reactivation fees, the termination of these Terms of Use, and/or legal action.

  1. Relationship of the Parties; Publicity.

Customer and Moody’s Analytics are independent contractors of one another. Neither party shall at any time represent that they are authorized agents or representatives of one another. Without Moody’s Analytics’ prior written consent, Customer will not issue press releases relating to these Terms of Use or use Moody’s Analytics’ logos or trademarks in promotional materials or on its web site. Moody’s Analytics may, upon notice to Customer, issue press releases relating to these Terms of Use and display Customer’s name in Moody’s Analytics’ customer list in promotional materials and on its web site.

  1. Changes in User Agreement.

Customer agrees to comply with changes to the restricted license granted in paragraph 2 above, changes in pricing, and changes to other provisions of these Terms of Use as Moody’s Analytics shall make from time to time upon notice to Customer. For Moody’s Analytics Services listed in the Moody’s Analytics Pulse Order Form, pricing may only be changed at the commencement of the next renewal term upon sixty (60) days advance notice. Such changes may be made from time to time by any of the following methods: online announcements, customer bulletins, emails, online “click wrap” amendments, changes to the Moody’s Analytics Pulse Terms of Use, changes to the Privacy Notice, mail, facsimile, announcements in invoices, revised published price lists, or any other written notice.

  1. Force Majeure.

Moody’s Analytics shall not be responsible for any delay or failure in performance resulting from occurrences beyond its reasonable control, including acts of God, war, terrorism, riot or other civil disturbance, outages of electrical, telecommunications or computer server hosting services, acts of government, labor strikes, or lockouts.

  1. FOR U. S. GOVERNMENT END USERS.

The Moody’s Analytics Services were developed at private expense and are a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Moody’s Analytics Services with only those limited rights set forth therein.

  1. Sanctions Compliance.

Each of Moody’s Analytics and Customer represents and warrants to the other party that it is not: (i) subject to asset freeze sanctions, such as by inclusion on the list of Specially Designated Nationals and Blocked Persons (“SDN List”) maintained by the U.S. Office of Foreign Assets Control, or the consolidated lists of asset freeze targets published by the UN, EU, or UK, nor is it owned or controlled by any such person(s) whether individually or collectively; (ii) organized, headquartered or, if a natural person, ordinarily resident, in a country or territory subject to comprehensive geographic sanctions imposed by the U.S. Government (currently Crimea, Cuba, North Korea, Iran, and Syria) or owned or controlled by any such person; or (iii) subject to restrictions regarding the receipt of U.S.-origin items by virtue of being on the Denied Persons List or the Entity List maintained by the U.S. Commerce Department. Additionally, Customer warrants that (a) it will not supply Moody’s Analytics Services to any person who meets the criteria set forth in (i), (ii), or (iii), or use them for the benefit of, or for any transaction involving, any person who meets the criteria set forth in (i) or (ii) (hereinafter, collectively “Prohibited Entities”), and (b) it shall not supply to Moody’s Analytics any data related to any Prohibited Entity. For the avoidance of doubt, the foregoing prohibitions apply notwithstanding any terms in any Order Form, Additional Terms, addendum or other writing, whether express or implied. Accordingly, even if the scope of a license granted in any Order Form, Additional Terms, addendum or any other writing would otherwise include Prohibited Entities, the prohibitions herein shall prevail. For the purposes of this provision, “person” means any natural or legal person; “owned” means an equity interest of 50 percent or greater, whether held directly or indirectly; and “controlled” means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management. Each party agrees that it will notify the other party if it learns that any representation made herein is no longer accurate. If Customer is in breach of this provision, or if Moody’s Analytics determines that it is prohibited under any applicable law or regulation from providing Services under these Terms of Use, in addition to any other rights or remedies it may have, Moody’s Analytics may immediately terminate or suspend performance under the Terms of Use and/or any affected Order Forms, Additional Terms, addenda and related documentation.

  1. Entire User Agreement; Miscellaneous.

Except as otherwise set forth herein, these Terms of Use sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, User Agreements, covenants, negotiations, arrangements, communications, representations, understandings or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto. Any new, other, or different terms supplied by Customer that are not contained in this document, including any terms contained in purchase orders or confirmations issued by Customer, are specifically rejected by Moody’s Analytics. The terms of these Terms of Use shall supersede and govern in the event of a conflict with the terms of any other document into which these Terms of Use is incorporated by reference. In the event one or more provisions of these Terms of Use are deemed unenforceable, the enforceability of the remaining provisions shall remain unimpaired. All capitalized terms not defined in these Terms of Use shall have the meanings ascribed to them in the Moody’s Analytics Pulse Order Form.

Last Updated: October 5, 2023