Third Party Terms and Conditions - Moody’s Investor Services, Inc.
For the purposes of these Third Party Terms and Conditions, “Data” shall mean Moody’s Investors Service, Inc.’s (“Moody’s”) Corporate and Structured Ratings and US Municipals Ratings information; Moody’s watchlist information; and CUSIP Numbers and Standard Descriptions. Further, for the purpose of these Third Party Terms and Conditions, “Distributor” shall refer to Licensor and “Subscriber” shall refer to Licensee.
(1) Proprietary Notice; Distributor Service provided solely for Subscriber’s internal or personal use; No Redistribution to Third Parties.
ALL DATA, FURNISHED BY DISTRIBUTOR PURSUANT TO THIS SUBSCRIPTION AGREEMENT ARE PROPRIETARY TO DISTRIBUTOR (OR DISTRIBUTOR’S LICENSORS) AND ARE SO FURNISHED AT SUBSCRIBER’S REQUEST AND FOR SUBSCRIBER’S EXCLUSIVE USE. NO DATA SO FURNISHED MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, REDISTRIBUTED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY SUBSCRIBER OR ANY OTHER PERSON OR ENTITY, WITHOUT DISTRIBUTOR’S PRIOR WRITTEN CONSENT.
(2) No Warranties; Limitations on Liability; Liability Cap.
(a) All Data furnished pursuant to this Agreement is obtained by Distributor from sources believed by it to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, all Data is provided “AS IS” without warranty of any kind, and DISTRIBUTOR (AND DISTRIBUTOR’S LICENSORS), IN PARTICULAR, MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH DATA.
(b) Under no circumstance shall Distributor (or Distributor’s Licensors) have any liability to Subscriber or any other person or entity for (i) any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Distributor or any of its directors, officers, employees or agents, or Licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Data, or (ii) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR COMPENSATORY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF DISTRIBUTOR SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, IN EITHER CASE CAUSED BY, RESULTING FROM OR RELATING TO THE USE OF, OR INABILITY TO USE, ANY DATA. Without limiting the foregoing, in no event shall the total liability of Distributor or Distributor’s licensors in the aggregate to Subscriber arising from this Agreement (based on any cause of action whatsoever) exceed the fees actually paid by Subscriber to Distributor within the twelve (12) month period immediately preceding the date upon which the relevant claim accrued.
(3) Moody’s Rights to Data.
Subscriber agrees and acknowledges that the Moody’s Data is and shall remain the valuable intellectual property owned by or licensed to, Moody’s and that no proprietary rights are being transferred to Subscriber in such materials or in any of the information contained therein. Subscriber agrees that misappropriation or misuse of such materials shall cause serious damage to Moody’s and that in such event money damages may not constitute sufficient compensation to Moody’s; consequently, Subscriber agrees that in the event of any misappropriation or misuse, Moody’s shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Moody’s may be entitled.
(4) Securities Disclosures.
(a) Pursuant to Section 17(b) of the Securities Act of 1933, Moody’s 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 have, prior to assignment of any rating, agreed to pay to Moody’s for the appraisal and rating services rendered by it fees ranging from $1,500 to $1,500,000.
(b) Subscriber expressly agrees, on behalf of itself and each other person or entity that it permits to use any Data (“User”), that (i) the credit ratings and other opinions contained in such Data are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (ii) each rating or other opinion will be weighed solely as one factor in any investment decision made by or on behalf of Subscriber or any User, and (iii) it will accordingly make its own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling.