Last Updated: January 5, 2022
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CUSIP® and SECURITIES DATAMANAGER Data
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ICE Data Pricing & Reference Data, LLC
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The Website at emma.msrb.org displays ratings for municipal securities currently assigned by Fitch Ratings, Kroll Bond Rating Agency, Inc., Moody's (as defined below) and Standard and Poor's (S&P) based on their agreement with the MSRB to make them available to the public through the Website. WEBSITE USERS SHOULD BE AWARE THAT RATINGS INFORMATION APPEARING ON THE WEBSITE IS CURRENT AS OF THE "LAST UPDATED" DATE AND TIME INDICATED ON THE WEBSITE, AND THE MSRB TAKES NO RESPONSIBILITY FOR INDEPENDENTLY VERIFYING THE ACCURACY OR TIMELINESS OF THE RATINGS INFORMATION PROVIDED BY THE RATING AGENCIES THROUGH THEIR DATA FEEDS. THE WEBSITE DISPLAYS ONLY THE CURRENT RATINGS INFORMATION FOR ANY SECURITY AND DOES NOT DISPLAY HISTORICAL RATINGS INFORMATION. Thus, if the rating for a municipal security has been changed by a rating agency, the prior rating will no longer be accessible through the Website. At times, rating agencies may take rating actions that are not immediately included in the data feeds but may instead be released initially through other means, such as a press release or spreadsheet posted on their websites. To view any potential rating action that may have been taken by a rating agency on a municipal security since the last update received by the Website, or to understand the meaning of the ratings and other information provided by each rating agency, please refer to the information available on those agencies' websites.
Kroll Bond Rating Agency, Inc.
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Moody's Corporation Disclaimer
© 2022 Moody's Corporation, Moody's Investors Service, Inc., Moody's Analytics, Inc. and/or their licensors and affiliates (collectively, "MOODY'S"). All rights reserved.
CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES ("MIS") ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY'S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY'S ANALYTICS, INC. CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.
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Moody's Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody's Investors Service, Inc. have, prior to assignment of any rating, agreed to pay to Moody's Investors Service, Inc. for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading "Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy."
Additional terms for Australia only: Any publication into Australia of MOODY'S credit ratings and MOODY'S publications is pursuant to the Australian Financial Services License of MOODY'S affiliate, Moody's Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody's Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). MOODY'S credit ratings and MOODY'S publications are intended to be provided only to "wholesale clients" within the meaning of section 761G of the Corporations Act 2001. By continuing to access MOODY'S information displayed on the Website from within Australia, you represent to MOODY'S that you are, or are accessing this information as a representative of, a "wholesale client" and that neither you nor the entity you represent will directly or indirectly disseminate this information or its contents to "retail clients" within the meaning of section 761G of the Corporations Act 2001. MOODY'S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be reckless and inappropriate for retail investors to use MOODY'S credit ratings or publications when making an investment decision. If in doubt you should contact your financial or other professional adviser.
Additional terms for Japan only: Moody's Japan K.K. ("MJKK") is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody's Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody's SF Japan K.K. ("MSFJ") is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization ("NRSRO"). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.
MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000.
MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.
Standard and Poor's Financial Services LLC Disclaimer
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Yield Curves, Indices and Similar Data
The Website displays on emma.msrb.org certain yield curves, indices and similar data (collectively, "Market Indicator Data") based on the MSRB's agreements with third party providers pursuant to which the MSRB may make them available to the public through the Website. Market Indicator Data are provided without representations or warranties and on an "as is" basis. The MSRB does not review or independently verify the accuracy, completeness, timeliness, methodology used in or other aspects of Market Indicator Data. Market Indicator Data are for general informational purposes only, and are not intended to provide, and do not constitute, investment, pricing, business or other advice.
BVAL® AAA Municipal Curve
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BondWave AA QCurve
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ICE Data Services: Securities reference data provided by ICE Data Pricing and Reference Data, LLC
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MSRB EMMA Website Data: WE ARE PROVIDING CERTAIN DATA SUPPLIED TO US BY THE MUNICIPAL SECURITIES RULEMAKING BOARD ("THE SERVICE") WITHOUT WARRANTIES OR REPRESENTATIONS AND ON AN "AS IS" BASIS. WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (EXPRESS OR IMPLIED), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SERVICE. YOU SHALL BEAR ALL RISK, RELATED COSTS AND LIABILITY AND BE RESPONSIBLE FOR YOUR USE OF THE SERVICE. WE ASSUME NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY INTENTIONAL OR UNINTENTIONAL ERROR, OMISSION, INACCURACY, INCOMPLETENESS OR UNTIMELINESS IN OR WITH RESPECT TO THE SERVICE. Continuing Disclosure Subscription Service The continuing disclosure documents and other information provided through the continuing disclosure service are submitted to the MSRB by issuers, obligated persons and their agents. Such documents may not exist for all municipal securities and such documents are not required to be submitted to the MSRB for certain types of offerings. There is the possibility of failures by submitters to submit required documents to the MSRB, or of errors or delays in the processing of such documents by submitters or the MSRB. The MSRB does not review information contained in such documents for accuracy, completeness or any other purpose, and does not warrant or guarantee the accuracy of any information contained in such documents. Real-Time Transaction Data Subscription Service The transaction data provided through the Real-Time Transaction Data Subscription Service represents municipal securities transaction data made available by brokers, dealers and municipal securities dealers to the MSRB and related information Such transaction data and/or related information may not exist for all municipal securities and may not be required to be submitted to the MSRB for certain types of municipal securities transactions. The MSRB does not review transaction data submitted by submitters for accuracy, completeness or any other purpose, and does not warrant or guarantee the accuracy of any such transaction data and/or related information. The MSRB, its officers, directors, employees, agents, consultants and licensors shall not be liable or responsible to you or anyone else for any losses, injuries, damages, costs, expenses or claims caused by, arising out of or relating to the following: (a) acts, omissions, occurrences or contingencies beyond their control; (b) service interruptions or performance failures, such as those that result from the use of telecommunications facilities that are outside their control, including the Internet; (c) negligence, gross negligence or willful misconduct in procuring, compiling, interpreting, editing, writing, reporting or delivering any of the content and material; (d) lost, stolen, late, corrupted, misdirected, failed, incomplete or delayed transmissions by anyone using the Service, including, but not limited to, any technical malfunctions, human error, computer viruses, lost data transmissions, omissions, interruptions, deletions, defects, hyperlink failures or line failures of any telephone network, computer equipment, software or any combination thereof; (e) damage to your computer systems, equipment, software, data or other tangible or intangible property resulting from or sustained in connection with your use of the Service; and/or (f) any disruption of business, lost sales or lost profits or any punitive, exemplary, indirect, special, incidental or consequential damages associated or in connection with, resulting from or arising out of any use of the Service or the content and material in the Service. The MSRB and its officers, directors, employees, agents, consultants and licensors shall have no liability in tort, contract or otherwise (and as permitted by law, product liability) to you or anyone else for any reason associated or in connection with, resulting from or arising out of your use of the Service. The MSRB, its officers, directors, employees, agents, consultants and licensors make, and have made, no recommendations regarding any of the securities or other investment vehicles identified, referred to or described in the Service. The Service is reproduced by permission of the MSRB under a non-exclusive limited license. The MSRB accepts no responsibility or liability for the accuracy of the reproduction of the Service or that such Service is current.
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ICE Data Pricing & Reference Data, LLC.
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With respect to index values, indexes and similar information provided by S&P Opco, LLC ("S&P Index Values and Indices"), you agree you will not store, reproduce or further distribute the S&P Index Values and Indices to any third party for any purpose in any format or by any means, including via the Internet, Intranet or other type of network.
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IN NO EVENT WHATSOEVER SHALL S&P OPCO, LLC, ITS AFFILIATES OR THEIR RESPECTIVE THIRD PARTY LICENSORS OR SHALL MSRB BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSS, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. NONE OF S&P OPCO, LLC, ITS AFFILIATES OR THEIR RESPECTIVE THIRD PARTY LICENSORS SHALL BE LIABLE TO YOU FOR ANY CLAIMS AGAINST MSRB OR MSRB'S CUSTOMER(S) BY THIRD PARTIES.
Use of Non-Personal Information Supplied by You
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Disclaimers and Limitation of Liability
THE WEBSITE, CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. THE MSRB EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. YOUR USE OF THE WEBSITE, CONTENT AND/OR SERVICES IS AT YOUR SOLE RISK, AND YOU SHALL BEAR ALL RISK, RELATED COSTS AND LIABILITY AND BE RESPONSIBLE FOR YOUR USE. THE MSRB ASSUMES NO RESPONSIBILITY FOR ANY INTENTIONAL OR UNINTENTIONAL ERROR, OMISSION, INACCURACY, INCOMPLETENESS, UNAVAILABILITY, INTERRUPTION, DELAY, SLOW STREAMING, SLOW DOWNLOADING SPEED, OR UNAUTHORIZED ACCESS IN OR WITH RESPECT TO THE WEBSITE, CONTENT OR SERVICES OR FOR THE CONSEQUENCES OF USE THEREOF.
EXCEPT FOR CLAIMS THAT CANNOT BE EXCLUDED BY APPLICABLE LOCAL LAW, WE AND OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS, LICENSORS AND THIRD-PARTY PROVIDERS SHALL NOT HAVE ANY LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY REASON ARISING OUT OF, RELATING TO, IN CONNECTION WITH, OR RESULTING FROM THE WEBSITE, CONTENT OR SERVICES OR USE OF OR ACCESS TO THE THEM.
THE MSRB (AND ITS LICENSORS AND THIRD PARTY PROVIDERS) 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 DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES OR FOR SECURITY OF INFORMATION YOU PROVIDED OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE WEBSITE, CONTENT OR SERVICES, IS TO STOP USING THEM. THE MAXIMUM AGGREGATE LIABILITY OF THE MSRB FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO THE MSRB TO USE THE WEBSITE. THE PRECEDING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
The transaction data (including trade price information) provided on the Website is submitted to the MSRB by unrelated third parties. It may not exist for all municipal securities transactions and may not be required to be submitted for certain types of municipal securities transactions. The MSRB does not review transaction data submitted by submitters for accuracy, completeness or reliability, and does not warrant or guarantee the accuracy, completeness, reliability or any other aspect of any such transaction data or related information.
Disclosure documents, other documents and related information (such as official statements, preliminary official statements, advance refunding documents, financial statements, material event notices and other continuing disclosure documents) provided on the Website are submitted to the MSRB by unrelated third parties, such as brokers, dealers, municipal securities dealers, banks, issuers, obligated persons and their agents. Such documents may not be required to be submitted to us for certain types of offerings and such documents may not exist for certain offerings of municipal securities. There is the possibility of failures by persons to submit documents in a timely manner or at all, or of errors or delays in the submission and/or processing of such documents by third parties or us. We do not review the information contained in such documents for accuracy, completeness or any other purpose, and we do not warrant or guarantee the accuracy, completeness or any other aspect of any information contained in such documents. The MSRB also does not review that a continuing disclosure document has been filed under the correct type of continuing disclosure filing category (such as the correct event filing or the correct financial filing).
In furtherance, and not in limitation, of the preceding provisions of this section, it is noted that we, our affiliates, directors, officers, employees, agents, consultants, licensors and third party providers shall not be liable or responsible to you or anyone else for any losses, liabilities, damages, costs, expenses, suits, actions, proceedings or claims caused by, arising out of, relating to or in connection with: (a) acts, omissions, occurrences or contingencies beyond our or their reasonable control, including service interruptions or performance failures, such as those that result from the use of telecommunications facilities that are outside our control, including the Internet; (b) negligence, gross negligence or willful misconduct in procuring, compiling, interpreting, editing, writing, reporting or delivering any of the Content and, if any, the Services; (c) lost, stolen, late, corrupted, misdirected, failed, incomplete or delayed transmissions by anyone using the Website, including technical malfunctions, human error, computer viruses, lost data transmissions, omissions, interruptions, deletions, defects, hyperlink failures or line failures of any telephone network, computer equipment, software or any combination thereof; or (e) damage to your computer systems, equipment, software, data or other tangible or intangible property resulting from or sustained in connection with your use of the Website, Content and/or Services.
We and our affiliates, officers, directors, employees, agents, consultants and licensors make, and have made, no recommendations regarding any of the securities or other investment vehicles identified, referred to or described on the Website.
We cannot and do not guarantee, represent or warrant that the Website, Content or Services are compatible with your computer system. Further, we cannot and do not guarantee, represent or warrant that the Website, Content or Services will be free of harmful or destructive computer programs, such as viruses, worms, Trojan horses or disabling devices. You alone are responsible for implementing safeguards to protect the security and integrity of your computer system. You are also responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Website, Content or Services.
Except to the extent prohibited under applicable law, you shall indemnify, defend and hold harmless the MSRB and its directors, officers, employees, consultants, contractors, service providers and agents from and against all suits, actions, proceedings and claims (whether threatened or actual), and all 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 the Website, Content and/or Services; (b) any violation of these Terms by you; (c) any violation of applicable law, rule or regulation by you; (d) any claim that any information provided by you to the MSRB in connection with the Website, including the 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; and/or (e) any dispute that you have with any third party relating to or in connection with the Website, Content and/or Services. The 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 the MSRB in asserting any available defenses and in the conduct of such defense.
Leaving the Website; Links to Other Sites
After leaving the Website, whether via a link contained on the Website or through the use of your web browser or some other navigational tool, the information you view is not provided by us. We are not responsible for, have no control over and do not review the content at any other website. We make no guarantees, representations or warranties as to any content or material or any other aspects of any other website, including websites that may be reached by links on the Website. A link to a third-party website does not imply sponsorship, approval, affiliation or endorsement by the MSRB of the linked third party website or of that third party's products or services. Your use of links to third party websites at your own risk, and the MSRB shall not be responsible or liable, directly or indirectly, for any damage or loss cause or alleged to have been caused by, relate to or in connection with use of or reliance on any third-party websites, or content or goods/services available on or through any third-party website(s). Third-party websites typically have their own terms, conditions, agreements, requirements or the like relating to their access and use, and you would be subject to those of that website once you go on it.
Modification of the Website
At any time and in the MSRB's sole discretion, the MSRB may (in whole or in part) modify, suspend or discontinue the Website, Content or Services without notice, for any reason. We shall have no liability to you or to any third party for any modification, suspension or discontinuance.
Changes to these Terms
We may revise these Terms from time to time, without prior notice. You are bound by any changes to these Terms upon our posting of such changes on the Website. You should check these Terms often to make certain that you are aware of the most current Terms. Your access to or use of the Website acknowledges that you read, understand and accept these Terms and conclusively shall constitute your agreement to be bound by them, and your continued access or use after the posting of a revised version of these Terms conclusively shall constitute your acceptance of and agreement to it as revised. On and after the date updated Terms are posted on the Website, your use of the Website will be governed by such updated Terms.
Violations of these Terms
The remedies available to the MSRB in these Terms are cumulative and in addition to any others available to the MSRB. The MSRB may seek all remedies available to it at law and in equity for any violation of these Terms. The MSRB may suspend, terminate or block your access to the Website (in whole or in part) for any violation or suspected violation as we determine, without notice to you. Your violation of these Terms shall be considered a breach of contract.
We may investigate suspected violations of these Terms. In addition, we shall be allowed to cooperate with: (a) law enforcement authorities in the investigation of suspected criminal violations; (b) financial regulators, including the U.S. Securities and Exchange Commission; (c) system administrators at Internet service providers, networks or computing facilities; and (d) licensors and/or third-party vendors in order to enforce these Terms. You consent that such cooperation may include providing information relating to you and/or your use of the Website, including without limitation email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party licensors, vendors or system administrators. Further, we may disclose any information we think necessary to comply with all applicable law, regulation, subpoena or other legal process or governmental or regulatory request.
Governing Law; Submission to Jurisdiction
These Terms shall be governed by and construed in accordance with federal law and the laws of the District of Columbia, without regard to any principles of conflicts of law. You agree that any action arising out of, relating to or in connection with the Website, Content, Services, and/or these Terms shall be brought in a court of competent jurisdiction located in Washington, DC, and you further irrevocably submit to the exclusive jurisdiction of such court and waive any objection to jurisdiction and venue (including on the basis of forum non-conveniens).
You acknowledge that any breach of any of the section above titled "Use Restrictions" or "Copyright and Trademark Rights" would cause immediate and irreparable harm to the MSRB for which monetary damages would not adequately compensate and that, in addition to all other remedies available at law or in equity, the 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.
Complete Agreement; Survival; Severability; Assignment; Headings; Interpretation
If any provision of these Terms shall for any reason be invalid or unenforceable, the remaining provisions of these Terms shall be interpreted to reasonably effect the intent of the parties. Any such invalid or unenforceable provisions in these Terms shall be deemed replaced with valid and enforceable provisions that, to the extent possible, fulfill the business purposes and intent of such invalid and unenforceable provisions.
In addition and without limiting the preceding paragraph, some U.S. states and foreign countries may provide rights in addition to those provided in the above "Disclaimers and Limitation of Liability" section or do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, the limitations set forth in the above Disclaimer and Limitation of Liability section may not apply to you in whole or in part or there may be state or country specific provisions that superseded such limitations in whole or in part. Any provision of the above Disclaimer and Limitation of Liability section that is declared invalid shall be deemed severable and shall not affect the validity or enforceability of the remainder.
You may not assign or transfer these Terms, or assign, transfer or sublicense any or all of your rights or obligations under these Terms, and any attempted assignment, transfer or sublicense shall be null and void.
Any heading or section title contained herein is for convenience of reference only and shall not affect the meaning or interpretation of these Terms. The terms "include" and "including" are deemed to include the phrase "without limitation" immediately thereafter (if the phrase isn't stated and as context requires).