Terms of Use

Introduction

Welcome to 9fin!

The 9fin Service is provided by 9fin. Please read the following terms of use (the “Agreement”) very carefully before using any of the 9fin Service as it contains important information with respect to your, and 9fin’s, legal rights, remedies and obligations. Your use of, and access to the 9fin Service, including the 9fin Data, are subject to this Agreement. If you do not agree to all of the terms set forth below, you MAY NOT access or use any of the 9fin Service or 9fin Data in any manner whatsoever.

This Agreement constitutes a binding and enforceable agreement between You (“You” and “Your” refer to the person who is agreeing to this Agreement terms and to the user of the 9fin Service, individually and in their capacity as an employee, officer, agent, partner, or other similar role of each organisation they represent in connection with any use of the 9fin Service) and 9fin. By accessing and/or using the 9fin Service or Data, You acknowledge and agree that You have fully read and agree to be bound by the provisions of this Agreement, unless otherwise agreed in writing with 9fin.

Any capitalised words used in the above paragraphs are defined in clause 1 below.

1.    Interpretation

In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:

“9fin” means, collectively, 9fin Limited, 9fin Inc. and each of their Affiliates (as defined below);

“9fin Data” means the Content proprietary to 9fin and made available by the 9fin Service;

“9fin Login Details” means the credentials used to create an account with 9fin and/or access the 9fin Service;

“9fin Service” means the Content, databases and tools that 9fin makes available as a service;

“Affiliates” means, in relation to any person or entity, any entity which controls or is directly or indirectly controlled by, or under common control with, that person or entity;

“Applicable Taxes” means any applicable VAT, withholding tax, sales tax, or other applicable national, state, regional, or local taxes;

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York City (New York, USA) or London (England) are authorised or required by law to close;

“Client Data” means any documents, data or other information, that You make available to 9fin in connection with, or as a result of, Your use of the 9fin Service; except that Client Data shall exclude Relevant Personal Data or Client Usage Data;

“Client Requests” means any requests made of 9fin by You, including via email or customer service requests;

“Client Searches” means any usage patterns, search strings, or any other interaction with any data available on the 9fin Service by You, such as downloading documentation or data, or applying searches on documentation or other information available on the 9fin Service;

“Client Usage Data” means 9fin Login Details, Relevant Personal Data, IP address(es), Client Searches, Client Requests, User Initiated Actions, and any other information legally transmitted by Your computer or network;

“Confidential Information” means, subject to clause 9 of this Agreement, information which is identified as confidential or proprietary by either party to this Agreement, or by the nature of which is clearly confidential or proprietary, including for the avoidance of doubt, Client Data, Content, Data and Relevant Personal Data and information about the 9fin Service and 9fin’s products;

“Content” means news, statements, content, articles, documents, alerts, data, reports, summaries, opinions, analyses and other information or materials delivered or made available in connection with the 9fin Services or obtained through or in connection with use of the 9fin Service;

“Controller” has the meaning given in the UK GDPR;

“Data” means collectively the 9fin Data and Third Party Data;

“Data Protection Laws” means: (a) the GDPR; (b) the UK GDPR; and (c) any equivalent legislation, or legislation dealing with the subject matter, anywhere in the world, each as applicable and each as amended, repealed, consolidated or replaced from time to time;

“GDPR” means Regulation (EU) 2016/679, as amended, consolidated or replaced from time to time;

“Intellectual Property Rights” means, collectively, all rights with respect to trademarks, service marks, trade dress, logos, copyrights, rights of authorship and patents; all database rights, moral rights, inventions, rights of inventorship, rights of publicity and privacy, trade secrets, know-how, inventions, improvements, discoveries, ideas, processes, specifications, technical data and rights under unfair competition and unfair trade practices laws; all other worldwide intellectual and industrial property rights related thereto; and all applications, registrations, derivative works or renewals relating to any of the foregoing;

“Personal Data” has the meaning given in the UK GDPR;

“Privacy Policy” means the policy, as amended from time to time, available at 9fin.com/privacy;

“Relevant Personal Data” is defined in clause 9.1 of this Agreement;

“Third Party Data” means any third party data, news and analytics made available through the 9fin Service;

“UK GDPR” means the GDPR as retained in the laws of England & Wales, Scotland and Northern Ireland by the European Union (Withdrawal) Act 2018 as amended from time to time;

“User Initiated Action” means any user initiated action on a visual component of the 9fin Service (e.g., pressing a button, changing a setting, applying a filter, etc.);

“VAT” means value added tax; and

“Virus” means any thing or device (including any software, code, file or program) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

2.    Duration

1. 2.1    The Agreement will commence on the date You first access 9fin or agree to these terms (whichever comes first) and last for the duration of your use of the 9fin Service or Data.
2. 2.2    You agree that 9fin may modify this Agreement, at any time and without notice.

3.    Access to the 9fin service

1. 3.1    Subject to Your compliance with this Agreement, 9fin grants You a non-exclusive, non-transferable, personal and non-sub-licensable right to access and use the 9fin Service. 9fin may revoke any of these rights, or access to the 9fin Service, at any time without liability, notice or reason to You.
2. 3.2    You are solely responsible for ensuring Your network and systems are compatible with the 9fin Service.

3. 3.3    You represent and warrant to us that you are employed by an institution which:

   (a)    originates or underwrites the issuance of high yield bonds or leveraged loans;

   (b)    invests or trades in high yield bonds or leveraged loans;

   (c)    provides legal advice on the origination, underwriting or trading of high yield bonds or leveraged loans, and is regulated by a national, international or supranational supervisory authority;

   (d)    engages in the purchase and / or sale of companies for the benefit of limited partners; or

   (e)    is a Qualified Institutional Buyer for the purposes of the Securities Act 1933.

4.    Changes to the 9fin service

1. 4.1    You agree that the 9fin Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the 9fin Service.
2. 4.2    Where 9fin makes any changes to or there is an amendment to the continuity of the 9fin Service, You waive the right to make any claims whatsoever related to the loss or disruption of any the 9fin Service, Content or Data.

5.    Certain obligations

1. 5.1    You:

   (a)    must comply with all applicable laws and regulations with respect to Your use of the 9fin Service and Your activities under this Agreement;

   (b)    must use the 9fin Service in accordance with the terms of this Agreement and shall be responsible for any acts and omissions in connection with the use of the 9fin Service, including by any Unauthorised User;

   (c)    must ensure that You keep secure and confidential Your 9fin Login Details and that You do not disclose Your 9fin Login Details to any third party (including, for the avoidance of doubt, any individuals within your organisation who have not been separately provisioned access to the 9fin Service); and

   (d)    must not: (i) knowingly access, store, distribute, or transmit any Virus through the 9fin Service; (ii) use the 9fin Service to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive; (iii) use the 9fin Service in a manner that is illegal or causes damage or injury to any person or property; (iv) use any automated system, including without limitation “robots”, “spiders”, or “offline readers”, to access the 9fin Service in a manner that sends more request messages to the 9fin Service than a human can reasonably produce in the same period of time by using a conventional online web browser; (v) attempt to interfere with or compromise the integrity or security of the 9fin Service; or (vi) select as a 9fin username a name that You do not have the right to use, or another person’s name with the intent to impersonate that person. 9fin reserves the right, without liability or prejudice to its other rights under the Agreement, to immediately disable, suspend or prevent access to the 9fin Service by You for any breach of any provision of this clause 5.1(d) with no notice.

2. 5.2    Notwithstanding clause 10.3(c) 9fin shall not, and shall not permit any third-party (including, for the avoidance of doubt, other 9fin clients) to, train any large language models (“LLMs”) in such a way that any such third-party can learn, memorise, or be able to reproduce Client Data or Client Usage Data.

6.    Third party sites

The 9fin Service may contain links to, or call the servers of, third party websites or services that are not under 9fin’s control, solely at the direction of and/or as a convenience to You (“Third Party Sites”). As such, 9fin is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at Your risk.

7.    Intellectual property rights

1. 7.1    9fin is the owner or licensee of all Intellectual Property Rights in the 9fin Service including the Data. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in this Agreement, 9fin does not grant You any rights to or licences in respect of the 9fin Service or the Data.
2. 7.2    All 9fin Data shall at all times be and remain the sole and exclusive property of 9fin.
3. 7.3    All Third Party Data shall at all times be and remain the sole and exclusive property of the relevant third party proprietors of the Third Party Data.
4. 7.4    Data posted on, or made available by, the 9fin Service may not be duplicated, copied, or sold, resold, broadcasted, disseminated, re-transmitted or re-distributed in whole or in part, in any format or to any third party (including any person within the Your organisation, company or business) without the prior written consent of 9fin. Notwithstanding the foregoing, You shall be permitted to utilise small portions of the Data for internal or interoffice use or, with respect to 9fin Data, for distribution to clients or use in external memoranda or documents, so long as such 9fin Data is clearly marked as 9fin Data, and any recipients are properly made aware of the exclusion of warranties set forth in clause 11 of this Agreement. Dissemination and re-distribution includes, for the avoidance of doubt, making any such information available via the Internet, any automated email forwarding service or via any other electronic means of access.

5. 7.5    You will not when using the 9fin Service:

   (a)    other than as contemplated in clause 7.4, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the 9fin Service in any form or media or by any means;

   (b)    attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the 9fin Service;

   (c)    access all or any part of the 9fin Service in order to build a product or service which competes with the 9fin Service or use or attempt to use the 9fin Service to directly compete with 9fin

   (d)    use, or allow any other person to use, any of the 9fin Service, or any of 9fin’s Confidential Information, to build or train any LLMs; or

   (e)    erase or remove any proprietary or intellectual property notice contained in the 9fin Service.

8.    Confidential Information

1. 8.1    Each party may be given access to Confidential Information from the other party in order to perform, or in the course of performing, its obligations under the Agreement. A party’s Confidential Information shall be deemed not to include information that:

   (a)    the parties agree in writing that the information is not Confidential Information;

   (b)    is or becomes publicly known other than through any act or omission of the receiving party;

   (c)    was in the other party’s lawful possession before the disclosure;

   (d)    is lawfully disclosed to the receiving party by a third party; or

   (e)    is independently developed by the receiving party without reference to the Confidential Information, which independent development can be shown by written evidence.

2. 8.2    Each party shall hold the other party’s Confidential Information in confidence and, unless required by law, regulation, order of any court of competent jurisdiction, or by any regulatory or administrative body, shall not make the other party’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement, including the provision of the 9fin Service.
3. 8.3    Each party shall take all commercially reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents or advisors (who are under a professional or contractual duty of confidentiality at least as onerous as those contained herein) in violation of the terms of the Agreement.
4. 8.4    No restrictions in this Agreement shall prevent either party from complying with any law, regulation, court order or other legal requirement that compels disclosure of any Confidential Information.

9.    Data Protection

1. 9.1    The parties acknowledge that the Client Data shared by You may contain Personal Data, including names, contact details, coverage region, organisation and Your 9fin Login Details (“Relevant Personal Data”).
2. 9.2    The parties further acknowledge that they are separate Controllers in relation to the processing and sharing of the Relevant Personal Data.

3. 9.3    Except as explicitly required by applicable laws, 9fin shall:

   (a)    only process Relevant Personal Data to the extent necessary for the exercise of 9fin’s rights, and the fulfilment of 9fin’s obligations, under this Agreement, unless required otherwise by applicable laws (together, the“Purposes”); and

   (b)    not retain any Relevant Personal Data for longer than is necessary to fulfil the Purposes.

4. 9.4    9fin shall implement appropriate technical and organisational security measures to protect the Relevant Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.

5. 9.5    Prior to sharing the Relevant Personal Data with 9fin, You agree that:

   (a)    You are aware of the fact that Your Personal Data will be shared with 9fin, in accordance with this Agreement; and

   (b)    You have the legal basis under applicable Data Protection Laws to share any such Relevant Personal Data with 9fin.

6. 9.6    You shall ensure that the Relevant Personal Data is accurate and, where necessary, kept up-to-date.

10.    Availability and Use of Data

1. 10.1    You agree that 9fin is not liable, or responsible, for the non-availability (whether temporarily or permanently) of any Client Data, Client Usage Data or Third Party Data, whether controlled by 9fin, You or any third party.
2. 10.2    By submitting or disclosing any content to 9fin you grant us a royalty–free, perpetual and irrevocable licence to use, transmit or distribute any such content in our sole discretion. You represent and warrant to us that you have the necessary powers, rights and authority to grant this licence.

3. 10.3    You permit 9fin to collect and analyse Client Data, Client Usage Data and Relevant Personal Data:

   (a)    to authenticate Your access to the 9fin Service;

   (b)    to ensure compliance with this Agreement, or any applicable law or regulation;

   (c)    to ensure, improve and enhance the 9fin Service and related systems and technologies; and

   (d)    as otherwise permitted by 9fin’s Privacy Policy.

11.    Warranties and Exclusion of Warranties

1. 11.1    Other than as set out in this Agreement, the 9fin Service and the Data are provided on an “AS IS” basis and, except as expressly stated in this Agreement, all representations, warranties, conditions and other terms of any kind in respect of the 9fin Service and the Data, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement, are hereby excluded to the full extent permitted by law.

2. 11.2    Without limiting the effect of clause 11.1, 9fin does not warrant, and 9fin shall have no liability in respect of, the following:

   (a)    the access to Data will be error-free or free from interruption;

   (b)    the Data is accurate, complete, reliable, secure, useful, fit for purpose, or timely; or

   (c)    the Data has been tested for, or that it will be suitable for, its intended use.

3. 11.3    Neither the 9fin Service nor the Data is intended, nor shall it be construed, to constitute an offer or sale of securities, investment research, advice or recommendations, nor is it any other financial, investment, legal, tax or accounting advice or any other advice in any jurisdiction. You are strongly advised to seek independent legal or financial advice before making any investment decisions and in particular to verify whether such investment decisions meet Your particular investment objectives and financial capacities. You should not make any investment decisions solely on the basis of the information made available on the 9fin Service.
4. 11.4    Without limiting the effect of clause 11.1, 9fin is a news publisher and obtains data and information from a wide variety of public and private sources. The accuracy, timeliness and completeness of any data or information accessed from these sources cannot be guaranteed nor does 9fin accept any responsibility for errors appearing in or omissions from the Content. You acknowledge and agree that the Content is provided as general information only and that the availability of the Content through the 9fin Service will not, under any circumstances, create any obligation to verify the Content or to update the Content at any time after the date noted therein including for changes in any documents or information on which the Content is based. Any opinions, estimates and probabilities presented in the Content constitute the judgement of the author as of the date indicated and are subject to change without notice. Other events which were not taken into account may occur, and any projections, outlooks or assumptions should not be construed to be indicative of the actual events that will occur.

5. 11.5    Except as expressly provided for in the Agreement:

   (a)    all representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and

   (b)    notwithstanding any other provision of this Agreement, 9fin shall not be liable or responsible for any interruptions, delays, failures, or non-availability (whether temporary or permanently) affecting the 9fin Service or the performance of the 9fin Service which are caused by third party services (including Third Party Sites and/or Third Party Data), errors or bugs in third party software, hardware, or the Internet on which 9fin relies to provide the 9fin Service, or any changes to the 9fin Service made by or on Your behalf, and You acknowledge that 9fin does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

12.    Liability; Indemnities

1. 12.1    9fin shall not be liable, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories:

   (a)    loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation;

   (b)    loss (whether direct or indirect) of anticipated saving or wasted expenditure;

   (c)    loss of or damage to data;

   (d)    any special, indirect or consequential damage or loss, costs or expenses; or

   (e)    arising out of or in connection with any Third Party Data.

2. 12.2    Notwithstanding clauses 12.1, 12.4 and 12.5, nothing in the Agreement excludes or limits either party’s liability for (a) death or personal injury caused by its negligence, for fraud, gross negligence (excluding with respect to Content or Data) or wilful misconduct; or (b) where such limitation or exclusion would contravene applicable law.
3. 12.3    Subject to clause 12.3, 9fin’s total liability in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to any applicable fees paid or payable by You in the six (6) months prior to the event giving rise to the claim.

4. 12.4    Your use of the 9fin Service and any Data is at Your sole risk, and You acknowledge that:

   (a)    You shall be solely responsible for, and 9fin shall have no liability in respect of, any use, reliance, opinions, recommendations, forecasts, other conclusions, or any actions taken by You or any third party based (wholly or in part, and directly or indirectly) on the 9fin Service, including the Data; and

   (b)    It is Your responsibility to ensure You have appropriate insurance arrangements to address the risk of any loss arising from the use of the 9fin Service or the Data and agree that the provisions of this clause 12.4 are reasonable in these circumstances.

5. 12.5    You shall indemnify and defend 9fin, and its agents and contractors, from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by a third party relating to Your use of the 9fin Service not in accordance with this Agreement.

13.    Suspension and Termination

1. 13.1    9fin reserves the right to decline or accept any request to register for the 9fin Service in its sole discretion. 9fin further reserves the right to suspend, reduce or terminate Your access to and use of the 9fin Service or 9fin Data in its sole discretion.

2. 13.2    On termination of the Agreement for any reason:

   (a)    all rights and licences granted under the Agreement shall immediately terminate and Your right to access and use the 9fin Service and the Data will immediately end; and

   (b)    upon written request, each party shall destroy and make no further use of any Confidential Information (excluding, solely for purposes of this clause 13.2(b), Client Usage Data) belonging to the other party, as well as any Content, data or information made available to You by 9fin as part of the 9fin Service; provided that each party may retain documents and materials containing Confidential Information to the extent required by law, regulation, any court of competent jurisdiction, any regulatory or administrative body, bona fide internal compliance procedures, or its automatic computer archiving and back-up procedures. Notwithstanding the foregoing, You may retain any Content delivered to You via email through the 9fin Service for personal use only, for the avoidance of doubt any information retained pursuant to this clause 13.2(b) shall continue to be subject to the obligations of confidentiality set out in this Agreement.

3. 13.3    Termination of the Agreement shall not affect any rights or remedies of the parties, regardless of the reason, that have accrued up to the date of termination.
4. 13.4    Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.

14.    General

14.1 Written communications. Each party agrees to electronic means of communication and acknowledges that all contracts, notices, information and other communications that such party receives from the other party electronically shall be deemed to comply with any legal requirement that such communications be in writing.

14.2 Notices.

(a)    All notices given by You to 9fin must be sent via email to: legalnotices@9fin.com.

(b)    9fin may provide notice to You via the email used in Your 9fin Login Details.

Any notice sent in compliance with clauses 14.2(a) or 14.2(b) will be deemed received and properly served immediately after an email is sent where there is no immediate message failure report. In proving the service of any notice, it will be sufficient to prove that the applicable email was sent to the specified email address pursuant to clauses 14.2(a) or 14.2(b), as applicable.

14.3 Sanctions. In providing the 9fin Service each party acknowledges that the 9fin Service, including the technology underpinning it, may be subject to export control and sanction legislation in the European Union, the United Kingdom, the United States of America or any other legislation as may apply to the provision of the 9fin Service (the “Sanctions Laws”). Accordingly, each party represents and warrants that it, its Affiliates, directors, officers, employees, and agents are not in contravention of any Sanctions Laws. Each Party further represents that it will not, directly or indirectly, use, lend, contribute, or otherwise make available any funds, goods, or services to any person or entity where doing so would be seen to be in breach of any applicable Sanctions Laws. Each party agrees to comply with all Sanctions Laws during the term of this Agreement and acknowledges that any breach of this representation may result in immediate termination of the Agreement by the other party, without liability and with immediate effect.

14.4 Transfer of any rights and obligations. Neither party may transfer, assign, charge or otherwise deal in the Agreement, or any of the other party’s rights or obligations arising under the Agreement, without the other party’s prior written consent; except that 9fin may assign its rights and obligations under this Agreement to an Affiliate as part of a reorganisation, or to a purchaser of its business entity or substantially all of its assets or business to which rights and obligations pertain without the other party’s consent, provided that: the purchaser is not insolvent or otherwise unable to pay its debts as they become due. Other than the foregoing, any attempt by either party to transfer its rights or obligations under this Agreement will be void.

14.5 Events outside a party’s control. Neither party shall be liable to the other party for any delay or non-performance of any of its obligations under the Agreement to the extent arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, Internet failure, act of God, act of a third party unless an approved sub-contractor of 9fin, governmental act, war, fire, flood, explosion, or civil commotion.

14.6 Waiver. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

14.7 Severability. If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced. Furthermore, it is understood by the parties hereto that any provision that is deemed invalid will be replaced by a valid provision which accomplishes, as far as legally possible, the economic effects of the invalid provision.

14.8 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter, including for the avoidance of doubt any click-wrap, click-through or shrink-wrap agreement that Authorised Users accepted as part of accessing or using the 9fin Service prior to the date of this Agreement.

14.9 Law and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the territory set out in the table below and the parties shall submit any dispute arising out of or any claim related to this Agreement to the exclusive jurisdiction of such territory.