LOAN SYNDICATIONS AND TRADING ASSOCIATION USER AGREEMENT – UPDATED JUNE 2023

These Terms of Use, including the LSTA Privacy Policy, which is expressly incorporated by reference (collectively, these “Terms”) constitute a binding agreement between you and the Loan Syndications and Trading Association, Inc. (the “LSTA”, “we”, “us”, or “our”). If you have any questions about these Terms, please contact us at: connect@lsta.org.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.  UNLESS YOU OPT OUT, THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER AND JURY TRIAL WAIVER. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.

1. Terms & Conditions

By using the LSTA website located at www.lsta.org (the “LSTA Website”), you signify your agreement to these Terms  and agree to comply with all applicable laws and regulations. It is your responsibility to review these Terms periodically. If you do not agree to these Terms, do not access or use the LSTA Website.

2. Monitoring Use

By using the LSTA website located at www.lsta.org (the “LSTA Website”), you signify your agreement to these Terms  and agree to comply with all applicable laws and regulations. It is your responsibility to review these Terms periodically. If you do not agree to these Terms, do not access or use the LSTA Website.

3. Modifications

The LSTA reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time. Notice that these Terms have been changed will be posted on the LSTA Website for a period of time that, in the sole judgment of the LSTA, is reasonable. You are bound by the Terms in effect at the time you access the LSTA Website. The Last Updated date is listed at the top of these Terms.

4. Proprietary Rights

All intellectual property rights, including all copyrights in the LSTA Website and all individual materials contained therein, including but not limited to the text, graphic images, pictorial images, music, video segments, the LSTA Documents and other intellectual property on the LSTA Website (hereinafter, the “Content”) on the LSTA Website are also protected by copyright and ownership of each piece of Content is either by the LSTA or the party credited on the LSTA Website as the provider of the Content.  The LSTA Website and Content is for your personal, noncommercial use only, and except as expressly permitted in Section 6 may not be copied, stored, distributed, shared with any third party, or modified for any purpose without the express prior written permission of the LSTA or the copyright holder associated with a specific piece of Content.  Notwithstanding the foregoing, and except as set forth in Section 6, you may download individual pieces of Content to one (1) computer solely as required for your own reference purposes, and not for redistribution or to make modifications on the condition that you maintain all copyright and other proprietary and other notices associated with such Content.  The LSTA Website also includes certain trademarks, trade names, services marks, logos, and other indicia of origin (collectively “Trademarks”).  The Trademarks are owned by LSTA or the individual owners of such Trademarks.  Nothing contained on the LSTA Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the LSTA Website without the written permission of its respective owner. You may not use any Trademarks for any purposes whatsoever other than including such Trademarks in connection with your permitted use of the Content associated with such Trademark. You must abide by any and all copyright notices, trademark notices, or information, or restrictions contained on the LSTA Website or associated with any Content or Trademarks, and you may not remove or obscure the copyright or trademark notices or other notices contained in any Content or Trademarks.

5. Fees

The LSTA may, in its discretion, charge fees for access to and use of certain services available on the LSTA Website. Such fees (i) will be displayed on the LSTA Website, and (ii) are subject to change by the LSTA, in its discretion, without notice to you.

6. LSTA Documents

The LSTA Website includes secondary loan trading forms and other documents (the “LSTA Documents”).  The LSTA Documents are copyrighted works and the LSTA is the owner of the copyright in each LSTA Document and all other intellectual property rights therein.  The LSTA Documents may be accessed only by LSTA members and licensees.  You may not copy or store any LSTA Document except to the extent necessary to use such LSTA Document for its intended purpose.  Redistributing any LSTA document to a third party is prohibited without the prior written permission of the LSTA.  Notwithstanding the foregoing, you may redistribute the LSTA Documents to a third party solely to facilitate a transaction between you and such third party, provided that such third party (i) is a member of the LSTA, or (ii) has been granted a written license from LSTA granting it the right to use the LSTA Documents.

7. Availability/Modification of the LSTA Website

While the LSTA makes reasonable efforts to ensure the availability of the LSTA Website, the LSTA does not guarantee uninterrupted service or access, and assumes no liability for any such interruptions. You bear sole responsibility for your own connection to the Internet and for all telecommunications services necessary to connect to the LSTA Website. The LSTA may change, suspend or discontinue any aspect of the LSTA Website at any time, including the availability of the LSTA Website itself, any LSTA Website feature, database, or Content. The LSTA may also impose limits on certain features and services or restrict your access to parts or all of the LSTA Website without notice or liability. The LSTA reserves the right, in its sole discretion, to (i) correct any errors or omissions in any portion of the LSTA Website; and (ii) terminate your access to and use of the LSTA Website, in whole or in part, at any time, without notice, for any reason whatsoever, including, but not limited to, the unauthorized use of your Login Information, irregular use of the LSTA Website or Content, or breach of these Terms or the representations, warranties and covenants contained herein.

8. Login Information

Portions of the LSTA Website are protected and may require a username and password to gain access (“Login Information”).  Please protect your Login Information carefully.  You are responsible for any access to the LSTA Website or other materials using your Login Information.  Your Login Information may be revoked at any time without prior notice, at the sole discretion of the LSTA.

9. User Indemnification

You hereby agree to indemnify, defend and hold the LSTA, its information providers, affiliates, licensors and licensees and their respective officers, directors, owners, agents, and employees, (collectively, the “Indemnified Parties”) harmless from and against any and all penalties, damages, liabilities, losses and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms, including, without limitation, attorneys’ fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. The LSTA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of the LSTA.

10. Links to Third Party Sites

The LSTA Website contains links (“Links”) to other Internet sites and resources, and sponsors of the LSTA Website (“Linked Sites”) that are controlled by parties other than LSTA. Links to and from the LSTA Website to Linked Sites maintained by third parties do not constitute an endorsement by the LSTA of any third party resources or their contents, products or services, nor does it imply that LSTA sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any intellectual property rights that may be reflected in the Links. The LSTA does not control and is not responsible for the contents of Linked Sites. Links are presented for your convenience only. You access Links at your own risk, and the LSTA will have no liability arising out of or related to such Linked Sites or their contents or for any damages or loss caused or alleged to be caused by or in connection with any purchase, use of or reliance on any such contents, goods or services available on or through such Linked Sites.

11. No Advice

Content on the LSTA Website, including the LSTA Documents, is for informational purposes only and is not intended to, nor does it, offer or contain legal, investment, or other advice. The LSTA does not represent or endorse the accuracy or reliability of any advice, opinion, statement, form, document, LSTA Document, memorandum, or other information displayed or distributed through the LSTA Website.  You acknowledge that any reliance upon any such advice, opinion, statement, form, document, memorandum, or other information shall be at your sole risk.

12. Disclaimer of Warranties

THE LSTA WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, FORMS, LSTA DOCUMENTS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE LSTA WEBSITE, IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE LSTA AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE LSTA WEBSITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE LSTA WEBSITE, FOR ANY PRODUCTS OR SERVICES OR LINKED SITES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE LSTA WEBSITE OR ANY LINKED SITE. THE LSTA DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT, YOUR COMPUTER, TELECOMMUNICATIONS EQUIPMENT OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING OF THE LSTA WEBSITE OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THE LSTA WEBSITE. FURTHER, THE LSTA AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE LSTA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LSTA WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE LSTA WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE LSTA AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE FOR THE USE OF THE LSTA WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

13. Limitation of Liability

IN NO EVENT SHALL THE LSTA BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, MISREPRESENTATION, TORT, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS) EVEN IF THE LSTA HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, THE LSTA’S TOTAL MAXIMUM LIABILITY, IF ANY, FOR ANY AND ALL DAMAGES AND LOSSES (INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, TORT, STRICT LIABILITY IN TORT, OR WARRANTY OF ANY KIND, OR THE USE OF ANY LSTA DOCUMENT) SHALL NOT EXCEED $100.00.

14. Confidentiality

You acknowledge that transmission to and from the LSTA Website is not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to the LSTA, no confidential, fiduciary, contractually implied or other relationship is created between you and the LSTA other than pursuant to these Terms.

15. Governing Law

This agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws provisions.

16. Arbitration

You and the LSTA each waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury. Any dispute or claim relating in any way to these Terms (including the LSTA Website, the LSTA Documents, or the Content) will be resolved through final and binding arbitration, rather than a court, which shall take place in the State of New York, County of New York.  This arbitration agreement is governed by the Federal Arbitration Act (FAA), including its procedural provisions, in all respects.  This means that the FAA governs, among other things, the interpretation and enforcement of this arbitration agreement and all of its provisions, including, without limitation, the class action waiver discussed below. State arbitration laws do not govern in any respect.  This arbitration agreement is intended to be broadly interpreted and will survive termination of these Terms.  The arbitration will be conducted by JAMS under its Streamlined Arbitration Rules and Procedures.  You and the LSTA each agree that the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.  You agree to waive any right to a jury trial or to participate in a class action.  If this specific provision is found to be unenforceable, then the entirety of this arbitration section will be null and void and neither you nor the LSTA will be entitled to arbitrate a dispute.

17. Waiver

No failure or delay on the part of either party in exercising any right or remedy provided in these Terms shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under these Terms.

18. Assignment

You may not assign these Terms, or any of your rights and obligations hereunder, without the prior written consent of the LSTA.

19. Headings

Paragraph headings herein are for convenience only and do not control or affect the meaning or interpretation of any terms or provisions of these Terms.

20. Entire Agreement

These Terms constitute the entire agreement between the LSTA and you with respect to your use of the LSTA Website. Any cause of action you may have with respect to your use of the LSTA Website must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of these Terms, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.

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