MuniEdPro® Enterprise Access Terms of Use

MuniEdPro® Enterprise Access
Terms of Use*

(Version Date: April 17, 2019)

*This Enterprise Terms of Use applies to Entities, Associations, Organizations, or other groups being delivered MSRB Content, as defined below, for use on their learning management systems.

Please read this Enterprise Terms of Use agreement (this “Agreement”) carefully because it constitutes a legally binding agreement between you (“you,” “your,” or “Enterprise User”) and the Municipal Securities Rulemaking Board (“MSRB”). This Agreement includes an arbitration provision, as well as limitations on MSRB’s liability and disclaimers of warranties. If you do not agree with the terms of this Agreement, do not use the MSRB Content.

This Agreement applies to your use of all content (including, without limitation, courses, tests, text, information, graphics, audio, animation, video, content, concepts, software, computer files, computer screens, data, data files, databases, reports, materials, user interfaces, photographs, drawings, logos, music, film, characters, features, functionality, navigation, look and feel, outlines, sketches, designs, graphic designs, artwork, illustrations, training materials and associated documentation, trademarks, trade names, trade dress and logos) made available by the MSRB (“MSRB Content”). Your use of MSRB Content is governed by this Agreement.

  1. Acceptance of Agreement. You may only request to be delivered or use the MSRB Content if you agree to this Agreement. MSRB reserves the right to modify this Agreement from time to time, without prior notice, and a revised version of this Agreement shall be effective as of its posting on the MSRB website at: http://msrb.org/Regulated-Entities/MuniEdPro.aspx. Your access to or use of MSRB Content acknowledges that you read, understand and accept this Agreement and conclusively shall constitute your agreement to be bound by it. Your continued use after the posting of a revised version of this Agreement conclusively shall constitute your acceptance of and agreement to it. Changes in a revised version shall not apply to any dispute between you and MSRB that arose before the date the revised version including those changes was posted on the MSRB website. By requesting or using MSRB Content you affirm that you are of legal age to enter into this Agreement.

  2. Modification, Discontinuance, and Imposition of Fees. At any time, without notice and in its sole discretion, MSRB may modify, suspend or discontinue MSRB Content, or any part of MSRB Content. MSRB shall have no liability to you or to any third party for any such modification, suspension or discontinuance. The MSRB has no obligation to develop and/or provide additional MuniEdPro courses (which constitute MSRB Content) in the future. As of the date hereof, there are no subscription or other fees associated with users’ access to and use of MSRB Content; provided, however, MSRB reserves the right, in its sole discretion, to impose such fees on not less than 30 days’ prior notice which shall apply and be binding as of the effective date specified in the notice.

  3. Limited License. MSRB grants Enterprise User a limited, non-exclusive, non-transferable, non-sublicenseable license to use MSRB Content, internally and only for the educational purposes for which MSRB made it available. Enterprise User may only make MSRB Content available to its (i) designated employees and (ii) designated consultants, independent contractors and interns performing services for it (“Authorized Users”). Enterprise User shall ensure each Authorized User complies with this Agreement as if each were a party to it. (References to “Enterprise User” herein include its Authorized Users as appropriate even if not expressly stated.) Enterprise User assumes responsibility and shall be liable for Authorized Users’ actions and inactions, including their compliance with this Agreement. Enterprise User shall use MSRB Content only in the manner authorized by this Agreement. Unless and only to the extent expressly permitted herein, Enterprise User shall not print, store, transmit, display, broadcast, publish, copy, reproduce, modify, alter, create derivative works of, distribute, redistribute, sell, license, lease or otherwise transfer or exploit any MSRB Content, in whole or in part, or access to or use of MSRB Content.

  4. Delivery and Format of MSRB Content. MSRB will provide MSRB Content via an electronic file in a format it determines. MSRB Content will include features and functionality as MSRB determines in its sole discretion. Enterprise User may only view MSRB Content; provided, however, Enterprise User may download, store on its computer systems and print for its internal use any certificates, transcripts, reports, completion certificates and other materials as permitted by MSRB via features and functionality of MSRB Content.

  5. Required Feedback and Reports. In consideration for use of MSRB Content, Enterprise User shall, and shall use best efforts to cause its Authorized Users to, provide MSRB with Feedback. Enterprise User and its Authorized Users shall provide MSRB (or its contractors or agents) with evaluations, feedback, comments, suggestions or similar information (collectively, “Feedback”), as MSRB requests from time to time, in an evaluation or other form provided by MSRB. Enterprise User shall distribute the forms to Authorized Users and return completed forms to MSRB via email to MuniEdPro@msrb.org within 30 days from request. Enterprise User shall not infringe, misappropriate or violate the rights of any third party in Feedback. MSRB has no obligation to keep Feedback confidential.

    Enterprise User shall (i) complete and deliver to MSRB the Enterprise Access Course Request Form (the “Enterprise Access Form”); (ii) designate a contact person and a notices address for this Agreement on the Enterprise Access Form, which Enterprise User may update or change in Enterprise User’s Quarterly Report; and (iii) provide, within 5 days after the 1st day every quarter ending March, June, September, and December, via email to MuniEdPro@msrb.org, the names of all Authorized Users at any time during the two-month period which the report covers and any other information specified in the Quarterly Report (“Quarterly Report”), substantially in the form provided by MSRB. The Enterprise Access Form will be used for the initial and any subsequent requests for access to MuniEdPro courses (which are MSRB Content) under this Agreement. Enterprise User’s failure to provide Feedback or Quarterly Reports to MSRB shall be considered a material breach of this Agreement, and in such instance MSRB may immediately terminate the Agreement on written notice to Enterprise User.

    For all Feedback and Quarterly Reports provided, Enterprise User hereby grants, and Authorized Users are hereby deemed to grant, to MSRB a world-wide, royalty-free-fully paid up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable license, without additional consideration to Enterprise User or any third party, to reproduce, use, disclose, display, distribute, adapt, modify or otherwise use and exploit Feedback or any information in the Quarterly Reports, in any format or media, for any purpose. Additionally, it is acknowledged and agreed that MSRB may disclose any information (including, without limitation, personal information) provided by Enterprise User and/or Authorized Users as MSRB determines is necessary or appropriate to comply with applicable law, rule, regulation, subpoena, court order or other legal process or governmental or regulatory request.

  6. Copyright and Trademark Rights. MSRB Content is the property of the MSRB and is protected by copyright under the laws of the United States. Except for the limited rights expressly granted to Enterprise User herein, Enterprise User has no right in or to any portion of MSRB Content, and MSRB reserves all rights, title and interest in and to MSRB Content. “Municipal Securities Rulemaking Board”, “MUNIEDPRO”, "Electronic Municipal Market Access", "EMMA" and “MYEMMA” and related logos are trademarks, service marks or trade names of the Municipal Securities Rulemaking Board. Enterprise User acknowledges and agrees: (i) MSRB Content is Copyright © 2016 and thereafter Copyright © 201* by the Municipal Securities Rulemaking Board, (ii) MSRB owns the copyright in MSRB Content in the United States and other countries, and reserves all rights in this work, (iii) Enterprise User’s use of any other logos, trademarks, service marks or trade names in MSRB Content, whether belonging to MSRB or its licensors, is prohibited and (iv) MSRB Content is proprietary to MSRB and created, developed, and maintained by MSRB at great expense of time and money such that misappropriation or unauthorized use for commercial gain would unfairly and irreparably harm MSRB. Enterprise User shall not remove any copyright or other proprietary notices in MSRB Content.

  7. Links to Other Sites. MSRB Content may contain links to websites. MSRB has no control over, and does not review, approve or monitor, third party websites and is not responsible for their content. MSRB makes no guarantees, representations or warranties as to any content or any other aspects of third party websites. A link to a third party website does not imply sponsorship, approval, affiliation or endorsement by MSRB of it or its products or services. Enterprise User’s use of links to third party websites is at its own risk, and MSRB shall not be responsible or liable for any damage or loss caused or alleged to have been caused by, relating to or in connection with use of or reliance on any third party website, or content or goods/services available on or through any third party website.

  8. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless the MSRB and its directors, officers, employees, consultants, contractors, service providers and agents from and against all suits, actions, proceedings, claims, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of, relating to or in connection with: (a) your use (or misuse) of and access to MSRB Content; (b) any violation of this Agreement by you; (c) any violation of applicable law, rule or regulation by you; and/or (d) any claim that any information provided by you to MSRB in connection with this Agreement and/or MSRB Content caused damage to, infringed upon, misappropriated or otherwise violated the rights of a third party, including infringement, misappropriation or other violation of third party intellectual property rights, or violation of any right of privacy. MSRB reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MSRB in asserting any available defenses and in the conduct of such defense.

  9. Termination. This Agreement commences on the date of acceptance (as described in Section 1 of this Agreement) and shall remain in effect until terminated in accordance with its terms. The remedies available to MSRB in this Agreement are cumulative and in addition to any others available to MSRB. MSRB may seek all remedies available to it at law and in equity for any violation of this Agreement. Your violation of this Agreement shall be considered a breach of contract. MSRB may terminate, on written notice to Enterprise User, this Agreement, at any time and for any or no reason, including if MSRB believes that Enterprise User has breached this Agreement, and accordingly Enterprise User’s authorization to use MSRB Content, or any portion of MSRB Content, shall also terminate.. Immediately upon termination of this Agreement, Enterprise User shall cease using MSRB Content (or any terminated portion thereof), securely and permanently delete all MSRB Content from its systems, and return to MSRB any physical media containing any MSRB Content. Instead of terminating this Agreement, MSRB may elect to terminate the license granted under Section 3 as to any particular MuniEdPro course(s) provided (before or after the date hereof) to Enterprise User by giving 10 days’ prior notice of such election. In the case of a license termination as to any particular MuniEdPro course(s), Enterprise User shall cease using such MSRB Content, permanently delete it form its systems, and return to MSRB any physical media containing such MSRB Content. Within 5 business days of termination of the Agreement or of the license to use any particular MuniEdPro course(s), as the case may be, Enterprise User shall email to MuniEdPro@msrb.org its written certification, in a form reasonably satisfactory to MSRB, that Enterprise User has complied with its obligations in this Section. Provisions of this Agreement which by their nature should survive its termination shall survive, including but not limited to this Section 9 and Sections 4-7, 10‑15.

  10. Disclaimers and Limitation of Liability. MSRB CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, AS TO ACCURACY OR COMPLETENESS. MSRB EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO MSRB CONTENT TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. MSRB HAS NO DUTY TO CORRECT OR UPDATE ANY MSRB CONTENT. Enterprise User’s (including Authorized Users’) use of MSRB Content is at its sole risk, and Enterprise User bears all risk, related costs and liability and is responsible for its use. MSRB assumes no responsibility for any error, omission, inaccuracy or incompleteness with respect to any MSRB Content or for consequences thereof. MSRB and its directors, officers, employees, agents, consultants, contractors, service providers and licensors shall have no liability in tort, contract or otherwise to Enterprise User or any third party for any reason associated or in connection with, resulting from or arising out of Enterprise User’s or Authorized Users’ use of MSRB Content.

    MSRB WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT FORESEEABLE. ENTERPRISE USER’S AND AUTHORIZED USERS’ SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH MSRB CONTENT IS TO STOP USING IT. THE MAXIMUM LIABILITY OF MSRB FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE $100. THE PRECEDING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

    You acknowledge that MSRB is a self-regulatory organization under the Securities Exchange Act of 1934 and provides access to and use of MSRB Content, in part, in furtherance of its regulatory mission to promote a fair and efficient municipal market through, among other things, market leadership, outreach and education. MSRB Content is designed to provide practical and useful information on the subject matter covered. IT IS NOT INTENDED TO PROVIDE, AND DOES NOT CONSTITUTE, INVESTMENT, TAX, BUSINESS, LEGAL OR OTHER ADVICE. ENTERPRISE USER AND AUTHORIZED USERS SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY MSRB CONTENT WITHOUT SEEKING ADVICE OF A COMPETENT PROFESSIONAL WITH EXPERTISE IN THE SUBJECT MATTER CONCERNED. MSRB EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS (BY ENTERPRISE USER, AUTHORIZED USERS AND/OR OTHERS) TAKEN OR NOT TAKEN BASED ON ANY MSRB CONTENT. THE FACT THAT AUTHORIZED USERS HAVE USED MSRB CONTENT/TAKEN MSRB COURSES WILL NOT BE CONSTRUED TO BAR, PRECLUDE, LIMIT OR OTHERWISE AFFECT INVESTIGATIONS, ENFORCEMENT PROCEEDINGS AND/OR DISCIPLINARY MATTERS (INCLUDING, WITHOUT LIMITATION, IMPOSITION OF FINES) OR CLAIMS, SUITS OR OTHER LEGAL ACTIONS INVOLVING VIOLATIONS OF LAWS, RULES OR REGULATIONS, INCLUDING, WITHOUT LIMITATION, MSRB RULES, AGAINST ENTERPRISE USER OR AUTHORIZED USERS.

  11. Governing Law; Arbitration; Statute of Limitations. This Agreement shall be governed by, interpreted under and construed in accordance with the laws of the District of Columbia without regard to its conflicts of law provisions. All disputes, claims or controversies arising out of, relating to or in connection with this Agreement and/or MSRB Content (“Claims”) shall be resolved by arbitration in Washington, DC in accordance with the commercial rules of the American Arbitration Association ("AAA") then in effect, by an arbitrator chosen by the parties from a list of arbitrators provided by AAA. If the parties cannot agree within 30 days of a written demand for arbitration, AAA shall choose the arbitrator in accordance with its rules. Each party shall bear its own costs for arbitration regardless of outcome. If arbitration is unavailable, any Claims shall be brought in a court of competent jurisdiction in Washington, DC, and each Party hereby irrevocably submits to the exclusive jurisdiction of such court and waives objection to jurisdiction and venue (including, without limitation, on the basis of forum non-conveniens). Notwithstanding the preceding, (i) this paragraph shall not limit a party’s ability to seek an injunction or other equitable relief in any court having jurisdiction and (ii) a judgment in any dispute, claim or controversy may be enforced in other courts in other jurisdictions or in any other manner provided by law. Any Claims must be filed by Enterprise User within one year after it arose or it shall be forever barred.

    Enterprise User acknowledges that any breach by it of Sections 3 or 6 would cause immediate and irreparable harm to MSRB for which monetary damages could not adequately compensate and that, in addition to all other remedies available at law or in equity, MSRB shall be entitled to injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.

  12. Force Majeure. MSRB shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargo, strikes, acts of civil or military authorities, fire, flood, accidents, power outages or energy or materials shortages.

  13. Entire Agreement. This Agreement, together with the Enterprise Access Form and all Quarterly Reports, constitutes the entire agreement between you and MSRB relating to your use of MSRB Content superseding any and all prior or contemporaneous written or oral agreements or understandings between you and MSRB relating to such subject matter.

  14. Notices. All notices required or permitted under this Agreement shall be in writing and deemed duly given when delivered in person, by nationally recognized overnight courier (signature required), by mail (registered, return receipt requested), or email delivery to the addressee at the following address: If to MSRB, Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005, Attn: Legal Department, MuniEdPro@msrb.org; and if to Enterprise User, to the Notices Address on the Enterprise Access Form.

  15. Miscellaneous. You may not assign or transfer this Agreement, or assign, transfer or sublicense any or all of your rights or obligations under this Agreement, and any attempted prohibited assignment, transfer or sublicense shall be null and void. MSRB may assign or transfer this Agreement, or assign, transfer or sublicense any or all of its rights or obligations under this Agreement, without restriction. MSRB may enter into agreements relating to MSRB Content on the same or different terms as are contained herein. 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. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be excluded and all other terms and conditions of this Agreement shall remain in full force and effect; the Agreement shall be construed so as to effect the original intent of the parties as closely as is possible. Any heading or section title contained herein is for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. The terms “include” and “including” are deemed to include the phrase “without limitation” immediately thereafter. The governing language of this Agreement is English (which shall prevail over any other language used in a translation of it).