Chatham Technology – Terms of use
I. Definitions
As used in these Terms of Use (“Terms”), the following terms shall have the following meanings:
a) “Asset Platform” means Chatham’s cloud-based platform for data movement, warehousing, analytics, and presentation.
b) “Authorized User” means an individual authorized by Chatham, Client, or a Provider to access or use any non-public, authenticated, or restricted portion of Chatham Technology, including employees, officers, contractors, and other authorized representatives.
c) “Chatham” means Chatham Financial Corp. and its subsidiaries and affiliates.
d) “Chatham Technology” means ChathamDirect, Onyx, Asset Platform, and any other proprietary software, platform, or technology tools developed or licensed by Chatham and made available as a subscription services or in connection with other Services, including all enhancements, improvements, updates, modifications, interfaces, features, and functionality incorporated therein, and any replacement or successor platform providing substantially similar functionality to any of the foregoing.
e) “ChathamDirect” means Chatham’s proprietary web-based, software-as-a-service (“SaaS”) platform, including the software modules, tools, features, and functionality made available by Chatham to Clients and other Authorized Users.
f) “Client” means any individual or entity that accesses, purchases, or uses Chatham’s products or services.
g) “Client Information” means all data, documents, information, and other materials, including transaction data, submitted or uploaded by or on behalf of Client to Chatham Technology or otherwise provided by or on behalf of Client to Chatham for uploading to or use in connection with Chatham Technology.
h) “Feedback” means any feedback, suggestions, ideas, or recommendations provided by Client while having access to Chatham Technology.
i) “Internal Business Purposes” means the internal asset management, bookkeeping, accounting, risk management, financial reporting, and other permitted business purposes of the applicable Client or Provider.
j) “Member” means an Authorized User, Client, or Provider, as applicable.
k) “Onyx” means Chatham’s next-generation proprietary web-based, software-as-a-service (“SaaS”) platform, including the software modules, tools, features, and functionality made available by Chatham to Clients and other Authorized Users.
l) “Provider” means a third-party financial institution that offers or provides financial products to a Client, including counterparties with whom Clients enter into financial transactions. Chatham itself is not a party to any trade with Clients.
m) “Third Party Data” means market data that Chatham licenses from third party suppliers, and which is used by Chatham to perform the Services, or which is incorporated or used within Chatham Technology.
II. Access to the services
a) Only Authorized Users may access or use Chatham Technology. Access by any Authorized User is subject to Chatham's approval and may be revoked by Chatham at any time.
b) Members may access and use Chatham Technology solely in connection with their Internal Business Purposes and subject to these Terms and any applicable agreement with Chatham.
c) Chatham may change, suspend, or discontinue any feature of any Chatham Technology at any time, including the availability of any feature, database function, or item of content. Chatham may also impose limits on certain features and functionalities of Chatham Technology or restrict your access to all or parts of Chatham Technology without notice or liability.
d) The use of any Chatham Technology constitutes a Member’s acceptance of these Terms. Chatham reserves the right, at its discretion, to modify these Terms from time to time. Any revised Terms will become effective as to a Member upon the Member’s affirmative acceptance of such revised Terms, and continued access to or use of Chatham Technology following any such modification will be conditioned upon such acceptance.. The continued use of Chatham Technology constitutes your acceptance of these Terms and of Chatham Technology as so modified. In the event of any conflict or inconsistency between these Terms and any other contractual document between Chatham and Member, the provision that provides greater protection to Chatham or imposes the greater obligation, restriction, or limitation on Member shall control to the extent of such conflict or inconsistency. Notwithstanding the foregoing, Chatham and Member may expressly agree in writing to modify or supersede any provision of these Terms, provided that such agreement specifically states that the applicable provision is intended to modify or supersede these Terms. For the avoidance of doubt, a general provision establishing the precedence of another agreement or document shall not, by itself, constitute such an express agreement.
e) Members may not assign or transfer these Terms or their rights to access Chatham Technology without Chatham’s prior written consent. Chatham may assign, transfer, delegate, subcontract, or otherwise dispose of any of its rights or obligations under these Terms without Member's consent.
f) Except as expressly provided with respect to Third-Party data providers, these Terms do not create any third-party beneficiary rights.
III. Chatham Technology content
a) Chatham Technology is an informational, analytical, and workflow tool. Unless expressly agreed with Chatham in writing, information, calculations, analytics, outputs, and other materials available through Chatham Technology do not constitute individualized legal, tax, accounting, investment, financial, regulatory, or other professional advice and should not be relied upon as a substitute for advice from appropriately qualified professionals.
b) Chatham Technology, including its content, visual features, user interface design, software, algorithms, and source code, is protected by copyright, patent, trade secret, trademark, and other applicable laws and treaties. All intellectual property rights in Chatham Technology are reserved. Except as expressly permitted under these Terms or otherwise agreed by Chatham in writing, Member may not modify, publish, transmit, transfer, sell, reproduce, create derivative works from, redistribute, perform, display, reverse engineer, or otherwise exploit Chatham Technology or any portion thereof.
c) Members may download, copy, or store content from Chatham Technology only as reasonably necessary to receive the Services for its Internal Business Purposes and must retain all copyright and other proprietary notices contained therein.
d) Chatham Technology is further protected by patents, trade secrets, trademarks, and other laws and treaties around the world. All intellectual property rights (including the above-listed) in the Site are reserved.
e) As between Chatham and Client, Client retains all rights, title, and interest in and to Client Information. Client grants Chatham and its Affiliates a non-exclusive, worldwide, royalty-free license to use, host, copy, process, transmit, display, modify Client Information as reasonably necessary to provide, maintain, secure, support, and improve Chatham Technology and the Services. Chatham may use and incorporate insights, learnings, models, algorithms, methodologies, enhancements, and improvements derived from Client Information, including Client Information in identifiable form, to develop, enhance, and provide Chatham Technology and Chatham’s other products and services, provided that Chatham does not disclose Client’s confidential information or identify Client in connection with such use. Client further grants Chatham and its Affiliates a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use Client Information in aggregated and anonymized form to compile and prepare reports, research, analyses, and other materials regarding capital markets, provided that neither Client nor any specific Client Information is discernible.
f) If Member provides any Feedback regarding Chatham Technology or Services, such Feedback is provided voluntarily and without expectation of compensation or attribution. Chatham shall own all rights, title, and interest in and to such Feedback and may use, incorporate, modify, or otherwise exploit such Feedback for any purpose without restriction or obligation to Member.
g) Member warrants and represents that it has all necessary rights, permissions, and authorizations to contribute content to Chatham Technology, and will not contribute
any content that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law.
IV. Member acknowledgements
Member acknowledges and agrees that:
a) Chatham is not a broker, dealer, exchange, underwriter, placement agent, issuer, futures commission merchant, commodity pool operator, swap execution facility, commodities exchange, or other trading venue.
b) Chatham is not liable for any decisions or losses that Member makes based on the information on Chatham Technology.
c) Any and all financial products are offered only by Providers, not Chatham, and Chatham is not a party to any trade between Clients and Providers.
d) Client assumes all liability associated with accessing of financial products and dealing with Providers.
e) Information and outputs available through Chatham Technology may contain errors, omissions, delays, or inaccuracies. Member is responsible for reviewing information as appropriate before relying upon it, and Chatham is not responsible for any errors or omissions that occur.
V. Restrictions
a) Each Member must access and use Chatham Technology only for lawful purposes and in accordance with these Terms and applicable laws and regulations, including applicable export-control, economic-sanctions, anti-money-laundering, privacy, and data- protection laws. Any fraudulent, abusive, or otherwise illegal activity is grounds for termination of Member’s right to Services or to access Chatham Technology.
b) Each Client and Provider acknowledges and agrees that they are solely responsible for establishing, maintaining, and enforcing supervisory controls and procedures to ensure that access to and use of Chatham Technology and Services by its Authorized Users is properly authorized, monitored, conducted, and terminated in accordance with these Terms and applicable law.
c) Each Member agrees that it has not been granted and has not acquired any intellectual property or other proprietary rights in or to Chatham Technology or any of its features or functionalities. Members acknowledge that Chatham Technology, including its non- public features, functionality, and other non-public information relating thereto, is confidential and proprietary to Chatham and shall not disclose such information to any third party without Chatham’s prior written consent. Members agree to take reasonable steps (using at least the degree of care it uses to protect their own confidential information, but nothing less than reasonable care) to prevent unauthorized use, access, or redistribution of Third-Party Data and/or any of Chatham’s intellectual property. Members will access and use Chatham Technology via a secure interface.
d) Member shall not, directly or indirectly: (i) use Chatham Technology on behalf of a third party in a manner that substitutes for such third party purchasing a subscription directly from Chatham; (ii) reproduce or redistribute Chatham Technology, its content, or Third Party Data except as expressly permitted under an applicable agreement with Chatham; (iii) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make Chatham Technology available to any third party; (iv) create, generate or decompile or reverse engineer Chatham Technology, any Third Party Data contained in Chatham Technology or any other software, algorithm, technique, process, method, know how, trade secret or other related technology supplied by Chatham; (v) access or use Chatham Technology or Third Party Data in connection with developing (either by Member or by a third party) a product or service that would compete with or serve as a substitute for Chatham Technology or Third Party Data; (vi) frame or mirror any part of Chatham Technology, other than framing on Member's own intranet(s) for Member's Internal Business Purposes; or (vii) aid or permit any other party to do any of the foregoing.
e) For the avoidance of doubt, all restrictions on use regarding Chatham Technology set forth in Member’s applicable agreement with Chatham and any attachments thereto are hereby incorporated by reference in their entirety in these Terms.
f) Member shall not attempt to gain unauthorized access to Chatham Technology or any systems, servers, networks, accounts, or databases connected thereto; or use any robot, spider, scraper, crawler, automated process, or other means to access, extract, collect, copy, monitor, or otherwise obtain data or content from Chatham Technology except as expressly authorized by Chatham in writing.
VI. Warranty disclaimer
a) CHATHAM TECHNOLOGY, SERVICES, CONTENT, DATA, ANALYSES, AND OUTPUTS MADE AVAILABLE THROUGH CHATHAM TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHATHAM DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, AND AVAILABILITY. CHATHAM DOES NOT WARRANT THAT CHATHAM TECHNOLOGY WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS.
b) Chatham reserves the right to modify the form and content of Chatham Technology from time to time in Chatham’s sole discretion and without prior notice.
c) Chatham Technology may contain or generate information using Third Party Data or other information, products, or services provided by third parties. Chatham makes no representation or warranty regarding, and shall not be liable for, the accuracy, completeness, availability, or performance of any such third-party information, data, products, or services. Members shall not redistribute or use Third Party Data except as permitted by its applicable agreement with Chatham.
d) .Chatham Technology may contain links to third-party websites, applications, or resources. Chatham does not control, endorse, or assume responsibility or liability for their availability, content, products, services, security, or practices.
e) Chatham will not be responsible or liable for any failure, interruption, delay, loss, or damage resulting from circumstances beyond Chatham's reasonable control.
VII. Data security
a) Members acknowledge that no method of transmission or storage is completely secure and that Chatham cannot guarantee absolute security.
VIII. Recording of communications
a) Chatham may record or preserve any communications in whatever form or format and retain copies of the communications, including but not limited to electronic records, documents, and activity logs that result from a Member’s use of Chatham Technology. Any such recordings or preservation may be retained by Chatham in such manner and for such periods of time as Chatham deems necessary or appropriate.
IX. Account responsibilities
a) Member shall maintain the confidentiality of its login credentials, shall not share credentials or permit another person to use an individual account, shall comply with Chatham's reasonable operating and security procedures, and shall promptly notify Chatham of any actual or suspected unauthorized account access, credential compromise, or other security incident affecting Chatham Technology.
b) Each Client and Provider is responsible for ensuring that their Authorized Users comply with these Terms and for all activities conducted through their accounts. Any act or omission of an Authorized User that violates these Terms will be deemed a violation by the applicable Client or Provider. Each Client and Provider shall promptly notify Chatham of any known or suspected violation by an Authorized User and reasonably cooperate with Chatham in addressing such violation. Member and its designees shall immediately discontinue use of Chatham Technology upon Chatham's request for security reasons.
c) Client and Provider shall not permit an Authorized User who is employed by, provides services to, or otherwise acts for the benefit of a person or entity that competes with Chatham or develops products or services competitive with Chatham Technology (a “Competitive Third Party”) to access Chatham Technology without Chatham's prior written consent. Client or Provider shall promptly notify Chatham if an Authorized User becomes affiliated with a Competitive Third Party. Chatham may suspend or revoke such Authorized User's access at any time in its sole discretion.
X. Indemnification and Limitation of Liability.
CLIENT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CHATHAM FROM ANY CLAIM ARISING FROM USE OR PERFORMANCE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT CAUSED BY CHATHAM’S FRAUD OR WILLFUL MISCONDUCT. IN NO EVENT WILL CHATHAM BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATING TO CHATHAM TECHNOLOGY OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHATHAM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE USE OF OR PERFORMANCE OF SERVICES VIA CHATHAM TECHNOLOGY OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE CHATHAM’S TOTAL LIABILITY WILL NOT EXCEED FEES PAID IN THE PRIOR TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
XI. Termination
a) Without limiting Chatham’s rights as set forth above, Chatham may terminate or suspend any and all Services and access to Chatham Technology immediately, without prior notice or liability, if Member: (i) breaches any of these Terms (ii) fails to comply with any applicable law relating to Member’s use of the Services or access to Chatham Technology or (iii) as is otherwise determined to be necessary, in Chatham’s sole discretion, for Chatham to protect its confidential information or intellectual property from an actual or potential security breach.
b) Upon termination or expiration of the applicable Client's or Provider's agreement with Chatham, the applicable Client’s, or Provider's right to access Chatham Technology, together with the access rights of its Authorized Users, will immediately cease. Sections concerning intellectual property rights, confidentiality and use restrictions, disclaimers, limitations of liability, Third-Party Data restrictions, governing law, dispute resolution, and any other provisions that by their nature are intended to survive will survive termination or expiration.
XII. Miscellaneous
a) The failure of Chatham to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. No agency, partnership, joint venture, or employment is created as a result of Member’s use of this Site.
XIII. Personal information and privacy policy
b) The types of personal information Chatham may collect from and about individuals who access or use Chatham Technology, and applicable rights with respect to such
information, are described more fully in Chatham's Privacy Policy, as updated from time to time, which is incorporated herein.
a) If you have any questions regarding this policy, please contact:
Chatham Financial Corp.
Attn: General Counsel
235 Whitehorse Lane
Kennett Square, Pennsylvania 19348
XIV. Documentation and third-party disclosures
a) In consideration for BBA Enterprises Limited (“BBAE”) coordinating and the BBA LIBOR Contributor Banks and Reuters (the “Suppliers”) supplying the data from which BBA LIBOR is compiled, Member acknowledges and agrees that, to the fullest extent permitted by law, none of BBAE or the Suppliers:
i. Accept any responsibility or liability for the frequency of provision and accuracy of the BBA LIBOR rate or any use made of the BBA LIBOR rate by the subscriber, whether or not arising from the negligence of any of BBAE or the Suppliers.
ii. Shall be liable for any loss of business or profits nor any direct, indirect, or consequential loss or damage resulting from any such irregularity, inaccuracy, or use of the Information.
b) Some functionality provided by Intel® Math Kernel Library (https://www.intel.com/software/products/mkl).
c) Certain system outputs may contain or incorporate Third Party Data or rely on Third Party Data in the preparation of all or part of the output. Except as specifically agreed with you, material is subject to copyright laws, and all rights are reserved.
d) Fallback Rate (SOFR). The Fallback Rates Data is the intellectual property of Bloomberg and its third-party licensors. You may not: (i) distribute (except for a limited amount on a non-continuous and non-systematic basis) any Fallback Rates Data available on this site, (ii) use the Fallback Rates Data available on this site to create any derived index, nor (iii) use the Fallback Rates Data as a reference within or the basis for any financial product (including as a fallback or secondary rate).
e) Chicago Mercantile Exchange Inc. The market data ("Information") contained herein: (i) may include the proprietary information of Chicago Mercantile Exchange Inc. or it’s licensors, as applicable ; (ii) may not be copied, sold or further disseminated except as specifically authorized; (iii) does not constitute investment advice; (iv) is provided solely for informational purposes; and (v) is not warranted to be complete, accurate or timely. You may not develop or create any derivative work or other product that uses, is based on, or is developed in connection with any of the Information (including, without limitation, proprietary data, settlement data, or indices) available on this site.
f) TIPS Data. TIPS data is obtained from the FRED® API but is not endorsed or certified by the Federal Reserve Bank of St. Louis. TIPS data is subject to the FRED® API Terms of Use: https://fred.stlouisfed.org/docs/api/terms_of_use.html.
g) Thompson Reuters (Markets) LLC (“Thompson Reuters”). Certain information on this site may include data or services provided by Thompson Reuters. The “Information Product” is any data or service provided by Thomson Reuters. Thomson Reuters or its third party providers own and retain all rights, title and interest, including but not limited to copyright, trademarks, patents, database rights, trade secrets, know-how, and all other intellectual property rights or forms of protection of similar nature or having equivalent effect, anywhere in the world, in the Information Product and user is not granted any proprietary interest therein or thereto. The Information Product constitutes confidential and trade secrets of Thomson Reuters or its third party providers. Display, performance, reproduction, distribution of, or creation of derivative works or improvements from Information Product in any form or manner is expressly prohibited, except to the extent expressly permitted hereunder, or otherwise, with the prior written permission of Thomson Reuters.
Member may use the Information Product for internal purposes only. Member may copy, paste and distribute internally only an insubstantial amount of the data contained in the Information Product provided that: (a) the distribution is incidental to or supports Member’s business purpose, (b) the data is not distributed by Member in connection with information vending or commercial publishing (in any manner or format whatsoever), not reproduced through the press or mass media or on the Internet, and (c) where practicable, clearly identifies Thomson Reuters or its third party providers as the source of the data. Data will be considered in “insubstantial amount” if such amount (i) has no independent commercial value, (ii) could not be used by the recipient as a substitute for any product or service (including any download service) provided by Thomson Reuters or a substantial part of it.
To the extent that the Information Product contains any Third Party Data referred to in the General Restrictions/Notices page set forth on https://www.thomsonreuters.com/en/resources/third-party-restrictions.html, the terms set forth on such General Restrictions/Notices page shall apply to Member.
Member acknowledges that access to certain elements of the Information Product may cease or may be made subject to certain conditions by Thomson Reuters or upon the instructions of the third party provider of those elements. Upon termination or expiration of this user license, all rights granted hereunder shall immediately terminate and Member shall cease to use the Information Product and delete or destroy all copies thereof in its possession or control.
NEITHER THOMSON REUTERS NOR ITS THIRD PARTY PROVIDERS WARRANT THAT THE PROVISION OF THE INFORMATION PRODUCT WILL BE UNINTERRUPTED, ERROR FREE, TIMELY, COMPLETE OR ACCURATE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SAME. USE OF THE INFORMATION
PRODUCT AND RELIANCE THEREON IS AT USER’S SOLE RISK. NEITHER THOMSON REUTERS OR ITS THIRD PARTY PROVIDERS WILL IN ANY WAY BE LIABLE TO USER OR ANY OTHER ENTITY OR PERSON FOR THEIR INABILITY TO USE THE INFORMATION PRODUCT, OR FOR ANY INACCURACIES, ERRORS, OMISSIONS, DELAYS, COMPUTER VIRUS OR OTHER INFIRMITY OR CORRUPTION, DAMAGES, CLAIMS, LIABILITIES OR LOSSES, REGARDLESS OF CAUSE, IN OR ARISING FROM THE USE OF THE INFORMATION PRODUCT. THE INFORMATION PRODUCT IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTY OF ANY KIND. NO WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INFRINGEMENT OR OTHERWISE IS PROVIDED HEREUNDER. IN NO EVENT WILL THOMSON REUTERS OR ITS THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH INFORMATION PRODUCT EVEN IF THOMSON REUTERS OR ITS THIRD PARTY PROVIDERS OR THEIR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. FURTHER, THOMSON REUTERS OR ITS PARTY PROVIDERS SHALL NOT BE LIABLE IN ANY MANNER FOR REDISTRIBUTOR’S PRODUCTS OR SERVICES.
XV. Governing Law
a) These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any action or proceeding arising out of or relating to these Terms or Chatham Technology shall be brought exclusively in the state or federal courts located in New York County, New York, and Member irrevocably submits to the jurisdiction of such courts.
Last Updated: September 17, 2026