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Standard Terms of the CQF Institute Membership Subscription

THESE TERMS ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FITCH REGARDING YOUR MEMBERSHIP OF THE CQF INSTITUTE.  BY REGISTERING AS A MEMBER, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS.  PLEASE PRINT A COPY OF THESE TERMS FOR YOUR RECORDS.  THE TERMS WILL CONTINUE TO APPLY THROUGH THE TERM OF YOUR MEMBERSHIP.

1.     Introduction: Fitch 7city Learning Limited, together with its subsidiaries (collectively, “Fitch,” “us,” or “we”) offers subscriptions for membership of the CQF Institute through cqfinstitute.org (the “Site”).

2.     Membership Benefits: Membership of the CQF Institute will provide you with one of four levels of individual membership: Basic, Academic, CQF Alumni or Professional. Membership benefits are detailed on the Site and may vary according to the level of individual membership (“Membership Benefits”).

3.     Registration: In order to subscribe as a member of the CQF Institute you are required to register online via the Site. You agree and are required to provide your correct name and contact details. You also agree to make full payment for the CQF Institute membership services listed on the Site (“Membership Fee”) and authorise us to charge the Membership Fee to your credit card or other account that you have designated (“Payment Method”). Registration is subject to acceptance or refusal by us in our sole discretion. By registering you warrant and represent that the information you submit is accurate, including but not limited to your eligibility for the membership level that you have selected, and that you can form binding contracts under English law, or New York law if you are a resident of the Americas. Fitch Learning reserve the right to raise additional enquiries with you as to your eligibility for the membership level that you have selected both before you are accepted as a member and during the course of your membership.

4.     Your Account: Registration as a member of the CQF Institute requires both a user name and a password. You should consider both your user name and password as confidential information. Anyone with knowledge of both your user name and password can gain access to the restricted portions of the Site and to your account. You must keep your user name and password confidential. You shall immediately notify us if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THESE OBLIGATIONS.  We reserve the right to delete or change a user name or password at any time and for any reason. You should ensure that the password you create is unique and is not once which you use elsewhere in respect of any other online activity you may engage in.

5.     Membership term and renewal: The CQF Institute is an on-going membership subscription service. Your membership shall commence on the date of online registration and shall continue for a period twelve (12) months (the “Initial Term”). Thereafter, it shall be automatically renewed for additional periods of twelve (12) months (each a “Renewal Term”) unless cancelled by you in accordance with clause 6. You will be notified via the email forty-five (45) days prior to the expiration of the Initial Term that your membership subscription will be automatically renewed for a subsequent Renewal Term (“Renewal Notice”).

6.     Cancellation: If you do not wish to renew your membership, you must login to your account, go to the My Membership section of the website and click “cancel auto-renewal” at least thirty (30) days prior to the expiration date of the Initial Term or any Renewal Term. If you do not provide notification as specified in the previous sentence, your membership will be automatically renewed for a subsequent Renewal Term, and you authorise us to charge the Membership Fee for the Renewal Term to your Payment Method.

7.     Membership Fees: You agree that we will charge you the Membership Fee for the Initial Term and each Renewal Term. The amount of the Membership Fee due for the Initial Term is detailed on the Site when you register. Fitch reserves the right to increase the annual Membership Fee applicable for any Renewal Term by no more than fifty per cent (50%). The Renewal Notice will detail the Membership Fee due for the Renewal Term.

8.     Changes to Terms: At any time without prior notice to you (but we will notify you as soon as reasonably practicable), or liability to you, we may from time to time prospectively modify these Terms.

9.     Termination: We reserve the right to terminate your membership with or without cause at any time and for any reason, including for any breach of these Terms.   If terminated without cause, Fitch agrees to refund Membership Fees paid for the current term.  You agree that any termination of your membership may be effected without prior notice (but we will notify you as soon as reasonably practicable).  Once your membership has been terminated for any reason, you will have no further right or access your account. Sections 6, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, and 22 of this Agreement shall survive termination of these Terms.

10.   Notice: Notice or other communications under these Terms will be provided to you at the e-mail address supplied by you on registration.  It is your responsibility to update your account details if there are any changes to your contact information or billing details. 

11.   Privacy: In connection with your registration as a member of the CQF Institute, or use of the Site, you will be submitting your personal information to us, or allowing us to access your personal information, including account passwords, user names, telephone numbers, financial account information and other personal information, as well as other data, materials and content you submit (“Your Information”).  BY REGISTERING AND ACCESSING THE SITE, YOU AGREE THAT WE MAY USE YOUR INFORMATION IN ACCORDANCE WITH THE PRIVACY STATEMENT LOCATED AT http://www.cqfinstitute.org/content/website-terms-conditions-use-and-privacy-statement.

We endeavour to take all reasonable steps to protect your personal data including the use of encryption technology, but cannot guarantee the security of any data you disclose to us. You accept the inherent security implications of being and transacting on-line over the internet and will not hold us responsible for any breach of security.

If you wish to change or update the data we hold about you, please login to the website and update through the My Membership section.

12.   Confidentiality:  Each party shall keep the other party’s Confidential Information strictly confidential and not use it otherwise than for the purposes of complying with these terms and conditions, and shall return it on demand and not retain copies of it.  “Confidential Information” means information provided by one party to the other in written, graphic, recorded, machine readable or other form concerning the business, clients, suppliers, finances and other areas of the other party’s business or products, including, without limitation, but does not include information in the public domain other than through the default of the party disclosing the information, information required to be disclosed by any court or regulatory authority, or any information already in the possession or control of the disclosing party.  Either party may disclose Confidential Information to its legal and other advisors for the purposes of obtaining advice from them.   Please note that Fitch reserves the right to both use and disclose your Confidential Information pursuant to Section 11 herein and our Privacy Statement.

13.   Proprietary Rights: You acknowledge and agree that we or our licensors own all title, copyright and all and any other intellectual property rights in the Site and Membership Benefits, and any modifications or translations of them (collectively, “Materials”).  You acknowledge that you do not own and shall not acquire any title, copyright or any other intellectual property rights in the Materials and shall not modify, translate, adapt or otherwise amend them and shall only use them for your private educational or informational purposes and in accordance with any instructions for use which appear on the Site or in the Materials.  You agree to not share any material with third parties.

14.   Third-Party Products And Websites: We may offer or provide you access to third party products, services or websites, including but not limited to promotional or incentive offers, or free services provided by third parties.  We do not control or bear any responsibility for those third party products, services or websites or their use of any personal information you provide to them.

15.   Assignment: Any Materials provided by us under these Terms are personal to you and cannot be transferred or assigned to any other person. We shall be entitled to assign, transfer, or subcontract these Terms or any of our rights and obligations under these Terms to any other company without prior notice to you.

16.   Warranty: WE WARRANT THAT THE SITE AND MEMBERSHIP BENEFITS ARE PROVIDED WITH REASONABLE COMMERCIAL CARE AND SKILL WITH NO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF TITLE, NON-INFRINGEMENT OF THE SITE AND MEMBERSHIP BENEFITS, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.  

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (a) THE SITE OR MEMBERSHIP BENEFITS WILL MEET YOUR REQUIREMENTS; (b) THE SITE OR MEMBERSHIP BENEFITS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR MEMBERSHIP BENEFITS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (d) THE QUALITY OF THE SITE OR ANY MEMBERSHIP BENEFITS PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND/OR (e) ANY ERRORS OR DEFECTS IN THE SITE OR MEMBERSHIP BENEFITS WILL BE CORRECTED.

WE ENDEAVOUR TO ENSURE THAT USE OF THE SITE WILL NOT EXPOSE YOU TO COMPUTER VIRUSES, MALWARE OR OTHER MALICIOUS ELEMENTS, BUT YOU MUST ALSO PROTECT YOURSELF AGAINST THESE THREATS BY USING AVAILABLE SECURITY, FIREWALL AND OTHER PROTECTIONS.   WE ASSUME NO LIABILITY FOR ANY COMPUTER VIRUS MALWARE OR OTHER MALICIOUS ELEMENTS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH THE MEMBERSHIP BENEFITS. 

WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT WITH RESPECT TO THE SITE OR MEMBERSHIP BENEFITS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

YOU WARRANT THAT THE INFORMATION YOU SUBMIT AT REGISTRATION IS ACCURATE WITH RESPECT TO ELIGIBILITY FOR DIFFERENT MEMBERSHIP LEVELS.

17.   Limitation Of Liability: YOU AGREE THAT OUR AGGREGATE LIABILITY TO YOU WHETHER IN NEGLIGENCE, TORT, CONTRACT, NEGLIGENT MISREPRESENTATION OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SITE OR MEMBERSHIP BENEFITS SHALL BE LIMITED TO THE MEMBERSHIP FEES PAID BY YOU IN THE LAST 12 MONTHS.  NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR: (a) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (b) FRAUD OR FRAUDULENT MISREPRESENTATION; (c) FOR BREACH OF SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982 OR (d) ANY OTHER MATTER WHICH UNDER ENGLISH LAW MAY NOT BE LIMITED OR EXCLUDED.

18.   Force Majeure: We shall not be liable to you for any breach of our obligations or termination under these Terms arising from causes, circumstances or events beyond our reasonable control, including, but not limited to, fires, floods, earthquakes, volcanoes and other acts of God, terrorism, strikes, delay caused by transport disputes, events or circumstances, government edict or regulation.

19.   Indemnification: You agree to indemnify, defend and hold Fitch and its officers, employees, contractors and advisors (collectively, the “Representatives”) harmless from and against any and all losses, claims, demands, actions, damages, fines, penalties, costs (including legal costs) and other liabilities of any kind whatsoever, incurred by Representatives, directly or indirectly, as a result of or in connection with: (a) your misuse of the Site or Membership Benefits; (b) your breach of the Terms; or (c) your violation of any applicable law or regulation.

20.   Limitation on Lawsuits; Binding Arbitration and Waiver of Jury Trial: The Membership Benefits and these Terms are governed by the laws of England and Wales without regard to its conflict of laws principles.  Any controversy, claim or dispute arising out of or relating to the Membership Benefits or the Site shall be settled solely and exclusively by binding arbitration under the rules of the London Court of International Arbitration ("LCIA"), which rules are deemed to be incorporated by reference into this clause.  The place and seat of arbitration shall be London, England.  The language to be used in the arbitration proceedings shall be English.  The number of arbitrators shall be one. Each party shall bear its own attorneys fees and expenses.  The parties agree to abide by all decisions and awards rendered in such proceedings.  Such decisions and awards rendered by the arbitrator shall be final and conclusive.  All such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity.  The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend these Terms.  The arbitrator shall be required to follow applicable law.  You agree that this arbitration clause shall be binding upon your family members, heirs, executors, administrators, successors, and assigns.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.  You and Fitch (a) agree that any suit, action or legal proceeding arising out of or relating to these Terms shall be brought in the courts of England; (b) consent to the jurisdiction of such court in any suit, action or proceeding; (c) waive any objection to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agree that these Terms are performed in London, England and shall be governed by the laws of England.

You and Fitch both agree that no lawsuit dispute or any other legal proceeding  connected with these Terms shall be brought or filed more than twelve months after the incident giving rise to the claim occurred.  PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.  Neither you nor Fitch will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.  No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding.  SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

FOR RESIDENTS OF THE AMERICAS ONLY, THE FOLLOWING SECTIONS 16, 17 AND 20 REPLACE SECTIONS 16, 17 AND 20 ABOVE.

16. Warranty: WE WARRANT THAT THE SITE AND MEMBERSHIP BENEFITS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THE SITE AND MEMBERSHIP BENEFITS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT: (a) THE SITE OR MEMBERSHIP BENEFITS WILL MEET YOUR REQUIREMENTS; (b) THE SITE OR MEMBERSHIP BENEFITS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR MEMBERSHIP BENEFITS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (d) THE QUALITY OF THE SITE OR ANY MEMBERSHIP BENEFITS  PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND/OR (e) ANY ERRORS OR DEFECTS IN THE SITE OR MEMBERSHIP BENEFIT WILL BE CORRECTED.

USE OF THE SITE OR MEMBERSHIP BENEFITS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, ELECTRICAL SYSTEM, WIRELESS ROUTER, OR COMMUNICATION DEVICE, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. WE ASSUME NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE OR IN CONNECTION WITH ANY MEMBERSHIP BENEFITS.  WE WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT WITH RESPECT TO THE SITE OR MEMBERSHIP BENEFITS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.

17. Limitation Of Liability: YOU AGREE ON BEHALF OF YOURSELF, AND YOUR FAMILY MEMBERS, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS THAT EVEN IF A COURT, ARBITRATOR OR OTHER TRIBUNAL DECIDES THAT A FAILURE OF THE MEMBERSHIP BENEFITS OR SITE FOR ANY REASON CAUSED OR ALLOWED ANY HARM OR DAMAGE TO YOU, OUR COMBINED LIABILITY FOR ANY SUCH HARM CAUSED OR ALLOWED BY THE SITE OR MEMBERSHIP BENEFITS SHALL BE LIMITED TO THE FEES RECEIVED BY US IN CONNECTION WITH YOUR PURCHASE OF THE MEMBERSHIP BENEFITS UNDER WHICH YOUR CLAIM ARISES.  NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR: (a) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (b) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (c) ANY OTHER MATTER WHICH UNDER NEW YORK LAW MAY NOT BE LIMITED OR EXCLUDED.

THE ABOVE SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT WE ARE LIABLE FOR ANY HARM CAUSED OR ALLOWED BY THE SITE OR MEMBERSHIP BENEFITS.

20.  Limitation on Lawsuits; Binding Arbitration and Waiver of Jury Trial: The Membership Benefits and these Terms are governed by the laws of the State of New York, USA exclusive of its conflict of laws principles.  Any controversy, claim or dispute arising out of or relating to the Membership Benefits shall be settled solely and exclusively by individual binding arbitration in New York, New York.  Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association.  Each party shall bear its own attorneys’ fees and expenses.  The parties agree to abide by all decisions and awards rendered in such proceedings.  Such decisions and awards rendered by the arbitrator shall be final and conclusive.  All such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity.  The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend these Terms.  The arbitrator shall be required to follow applicable law.  You agree that this arbitration clause shall be binding upon your family members, heirs, executors, administrators, successors, and assigns.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.  You and Fitch (a) agree that any suit, action or legal proceeding arising out of or relating to these Terms shall be brought in the federal and state courts of record located in the State of New York, County of New York; (b) consent to the jurisdiction of each such court in any suit, action or proceeding; (c) waive any objection to the laying of venue of any such suit, action or proceeding in any of such courts; and (d) agree that these Terms are performed in the State of New York and shall be governed by the laws of the State of New York.

You and Fitch both agree that no lawsuit dispute or any other legal proceeding  connected with these Terms shall be brought or filed more than twelve months after the incident giving rise to the claim occurred.  PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.  Neither you nor Fitch will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.  No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding.  SOME JURISDICTIONS LIMIT OR PROHIBIT THE FOREGOING LIMITATIONS, AND IN SUCH JURISDICTIONS THE FOREGOING LIMITATIONS SHALL BE APPLIED TO THE MAXIMUM EXTENT PERMITTED BY LAW

21.  Entire Agreement: These Terms, together with the Site Terms & Conditions and Privacy Statement, are the entire agreement between the parties and supersede any prior agreements and arrangements, whether written or oral. You confirm that you have not relied on any representations in entering into these and any other terms and conditions with us.  Nothing in this clause or Terms shall limit liability for any fraudulent misrepresentation.

22.  Severability: If any provision of the Terms is determined by a court to be unenforceable, then the parties will deem the provision to be modified to the extent necessary to allow such provision to be enforced to the extent permitted by law, or if it cannot be modified, then the provision will be severed and deleted from the Terms, and the remainder of the Terms will continue in effect.