Terms and Conditions
LAST UPDATED: April 11, 2018
2. Intellectual Property Rights. All Materials contained on the Site, unless otherwise indicated, are protected by law including, but not limited to, United States copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. The Site, its Materials, layout and design are the exclusive property of Moody’s or its licensors and, except as expressly provided herein, Moody’s does not grant any express or implied right in any such Materials to you. In particular and without limitation, Moody’s owns the copyright in the Site as a collective work and/or compilation, any and all databases accessible on the Site, and in the selection, coordination, arrangement, and enhancement of the Materials on the Site. Moody’s, Moody’s Investors Service, Moody’s Analytics, and all other names, logos, and icons identifying Moody’s and/or Moody’s products and services are proprietary marks of Moody’s or its licensors. Third-party trademarks displayed on the Site are the property of their respective owners.
5. Assumption of Risk. You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While Moody’s has endeavored to create a secure and reliable website, please be advised that the confidentiality of any communication or material transmitted to/from this Site over the Internet cannot be guaranteed. Accordingly, Moody’s and Moody’s licensors and suppliers are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on the Site, or for the consequences of any reliance on such information. Moody’s and Moody’s licensors and suppliers shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site.
7. Links to Other Websites. Moody’s may provide links, in its sole discretion, to other websites on the World Wide Web for your convenience in locating related information and services. These websites have not necessarily been reviewed by Moody’s and are maintained by third parties over which Moody’s exercises no control. Accordingly, Moody’s and its directors, officers, employees, agents, representatives, licensors and suppliers (together, the “Moody’s Parties”) expressly disclaims any responsibility for the content, the accuracy of the information, the quality of products or services provided by or advertised on and/or software downloaded from these third-party websites. Moreover, these links do not imply an endorsement of any third party or any website or the products or services provided by any third party.
8. Events Beyond Moody’s Control. You expressly absolve and release Moody’s and Moody’s licensors and suppliers from any claim of harm resulting from a cause beyond their control, including, but not limited to, the failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.
9. Disclosures. MIS hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for the appraisal and rating services rendered by it fees ranging from $1,500 to $2,700,000. Moody's Corporation (“MCO”) and its wholly-owned credit rating agency subsidiary, 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."
10. DISCLAIMERS. Moody’s obtains all Materials furnished on the Site from sources believed by it to be accurate and reliable. You expressly agree that (a) the credit ratings and other opinions provided via the Site are, and will be construed solely as, statements of opinion of the relative future credit risk (as defined below) of entities, credit commitments, or debt or debt-like securities and not statements of current or historical fact as to credit worthiness, investment or financial advice, recommendations regarding credit decisions or decisions to purchase, hold or sell any securities, endorsements of the accuracy of any of the data or conclusions, or attempts to independently assess or vouch for the financial condition of any company; (b) the credit ratings and other credit opinions provided via the Site do not address any other risk, including but not limited to liquidity risk, market value risk or price volatility; (c) the credit ratings and other opinions provided via the Site do not take into account your personal objectives, financial situations or needs; (d) each credit rating or other opinion will be weighed, if at all, solely as one factor in any investment or credit decision made by or on behalf of you; and (e) you will accordingly, with due care, make your own study and evaluation of each investment decision or security, and of each issuer and guarantor of, and each provider of credit support for, each security or credit that you may consider purchasing, holding, selling, or providing. For the avoidance of doubt, Moody’s Materials and opinions may also include quantitative model-based estimates of credit risk and related opinions or commentary published by Moody’s Analytics, Inc. Further, you expressly agree that any tools or information made available on the Site are not a substitute for the exercise of independent judgment and expertise. You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters. For purposes of this paragraph, 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.
Moody’s adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody’s considers to be reliable, including, when appropriate, independent third-party sources. However, Moody’s is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing Moody’s Materials made available on the Site. Because of the possibility of human or mechanical error as well as other factors, the Site and all related Materials are provided on an "AS IS" and “AS AVAILABLE” basis without representation or warranty of any kind, and THE MOODY'S PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, RESULTS, TIMELINESS, COMPLETENESS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SITE OR ANY RELATED MATERIALS.
CREDIT RATINGS AND MOODY’S MATERIALS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES, AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.
MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.
TO THE EXTENT PERMITTED BY LAW, THE MOODY’S PARTIES DISCLAIM LIABILITY TO ANY PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL LOSSES OR DAMAGES WHATSOEVER ARISING FROM OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THIS SITE AND ITS MATERIALS OR THE USE OF OR INABILITY TO USE THE SITE OR ANY OF ITS MATERIALS, EVEN IF ANY OF THE MOODY’S PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO:
||COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS;
||EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL;|
||ANY LOSS OR DAMAGE ARISING WHERE THE RELEVANT FINANCIAL INSTRUMENT IS NOT THE SUBJECT OF A PARTICULAR CREDIT RATING ASSIGNED BY MOODY’S;|
||LOSS OF DATA;|
||COST OF SUBSTITUTE MATERIALS;|
||COST OF CAPITAL;|
||THE CLAIMS OF ANY THIRD PARTY; OR|
||ANY SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY OTHER REASON WHATSOEVER.|
TO THE EXTENT PERMITTED BY LAW, THE MOODY’S PARTIES DISCLAIM LIABILITY FOR ANY DIRECT OR COMPENSATORY LOSSES OR DAMAGES CAUSED TO ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO BY ANY NEGLIGENCE (BUT EXCLUDING FRAUD, WILLFUL MISCONDUCT OR ANY OTHER TYPE OF LIABILITY THAT, FOR THE AVOIDANCE OF DOUBT, BY LAW CANNOT BE EXCLUDED) ON THE PART OF, OR ANY CONTINGENCY WITHIN OR BEYOND THE CONTROL OF, THE MOODY’S PARTIES ARISING FROM OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THIS SITE AND ITS MATERIALS.
12. Submissions. Moody’s welcomes your feedback and suggestions, including about how to improve this Site. We and/or our service providers may make available through the Site certain services to which you are able to post comments, information and/or feedback (for example, message boards, blogs, chat features, messaging and/or comment functionalities). Any ideas, suggestions, information, feedback, know-how, material, and any other content (collectively, “Submissions”) posted and/or received through this Site, will be deemed to include a worldwide, royalty-free, fully paid-up, perpetual, irrevocable, nonexclusive, transferable and fully sublicensable (through multiple tiers) right and license for Moody’s to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such Submissions without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submissions. You hereby waive (a) any claim to the contrary; and (b) any “moral rights” associated with your Submissions. You represent and warrant that you have all rights necessary for you to grant the foregoing license, and that each Submission you provide to the Site complies with all applicable laws, rules and regulations. You are and remain responsible and liable for the content of any Submission. IF YOU DO NOT WISH TO GRANT THE RIGHTS GRANTED IN THIS SECTION, PLEASE DO NOT POST, TRANSMIT OR OTHERWISE MAKE ANY SUBMISSION. ANY SUBMISSIONS MADE ARE DONE SO AT YOUR OWN RISK. Please note, Moody’s does not control any of the User-submitted Submissions, they do not reflect the opinion of Moody’s, and Moody’s does not guarantee their accuracy or endorse any of the opinions expressed. The Moody’s Parties are not responsible or liable for (i) any Submissions, including, without limitation, any errors or omissions in such Submissions, links or images embedded therein, or results obtained by using any of the same; or (ii) any loss or damage caused by the Submissions or resulting from the use (including without limitation republication) or misuse thereof by any third party, including your reliance thereon.
13. Export Restrictions. No software or any other materials associated with this Site may be downloaded or otherwise exported or re-exported to countries or persons prohibited under relevant export control laws, including, without limitation, countries against which the United States has embargoed goods, or to anyone on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Deny Orders. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any such materials. By using and/or downloading any such materials from this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country to which such import, export, or re-export is prohibited or are not a person or entity to which such export is prohibited.
14. QIB Notification. Portions of this Site were created in order to enable "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933 ("QIBs"), to analyze data made available by issuers to QIBs in securities offerings and in the QIB secondary market. These data may or may not otherwise be publicly available. If you choose to access such QIB information on the Site (“QIB Information”), you hereby acknowledge and agree that (a) you must be a QIB to access the QIB Information, (b) the QIB Information contained on this Site may only be available to QIBs, (c) you will not transmit or use any such QIB Information in violation of the federal securities laws, and (d) you represent and warrant to Moody's (on behalf of yourself or your organization) that you have such knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of the securities for which QIB Information has been made available by the issuers, and utilize effectively the software, products and/or data provided by Moody's as an analytical tool to assist in any such evaluation. You also confirm that you are solely responsible for performing your own evaluation of any such securities, and with respect to QIB Information made available by issuers to QIBs in securities offerings and in the QIB secondary market, Moody's does not make any recommendations as to whether to buy, sell or hold any such securities or as to the usefulness of its software, products, and data to you for purposes of making any such evaluation.
24. Sanctions Compliance. You warrant you are familiar with, have complied with, and will comply, in all respects, with the laws and regulations regarding the offering of unlawful or improper inducements (including the U.S. Foreign Corrupt Practices Act, as amended, and other anti-corruption and anti-bribery laws). You warrant that neither you, nor any entity on whose behalf you are acting, is owned or controlled by, nor do you or such entity own or control, directly or indirectly, a person or entity that is (i) on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.K. Consolidated Financial Sanctions List maintained by Her Majesty’s Treasury; or (ii) subject to country sanctions imposed by the U.S. Government for any reason, including but not limited to being organized or headquartered in or a governmental entity of a country or territory subject to such sanctions (currently Crimea, Cuba, North Korea, Iran, and Syria. Additionally, you, or the entity on whose behalf you are acting, warrant that you or such entity do not intend to and will not knowingly supply or use the Site to or for the benefit of any of the foregoing. You agree to notify Moody's if these circumstances change. For purposes of this provision, "owned" and "own" mean an interest of 50 percent or more and "control" means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management. If you breach this Section, in addition to any other rights or remedies Moody's may have, Moody's may immediately terminate your access to the Site and any affected subscriptions.
25. Forward-Looking Statements. Certain statements contained on this Site, in Moody’s news releases or communicated orally or in writing by Moody’s concerning the company or its management, are “forward-looking statements” as defined in the federal securities laws. These statements are based on future expectations, plans and prospects for MCO’s business and operations that involve a number of risks and uncertainties, which could cause actual results or outcomes to differ materially. Forward-looking statements appear at various places throughout the Site and may contain the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “will”, “predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”, “could”, “may” and similar expressions or words and variations thereof. For information about factors, risks and uncertainties that could cause Moody’s actual results to differ materially from those in the forward-looking statements, please see the discussion of “Risk Factors” in MCO’s most recent annual report on Form 10-K and quarterly report on Form 10-Q, and other filings made by MCO from time to time with the SEC. Any forward-looking statements speak only as of the date on which they were made. MCO undertakes no obligation (nor does it intend) to publicly supplement, update or revise any forward-looking statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise.
26. CUSIP Database. You agree and acknowledge that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. Any use by you outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. You agree that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, you agree that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled. You agree that you shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. You further agree that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.
NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO YOU ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY YOU FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
Your use of and access to the CGS Data is expressly conditioned on MCO maintaining a distribution agreement with CGS. In the event MCO’s distribution agreement is terminated, your right to access and use CGS Data via Moody’s Sites shall automatically terminate.
In the event you have an appropriate agreement with CGS covering your use of the CGS Database (the “Separate Agreement”), your use of the CGS Database shall be governed by the terms of the Separate Agreement for as long as it remains in effect.
You agree that the foregoing terms and conditions shall survive any termination of your rights of access to the materials identified above.
27. Additional Terms for Australia only. Any publication into Australia is pursuant to the Australian Financial Services License of Moody’s affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657 AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). Moody’s credit ratings and 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, browse or use this Site from within Australia, you represent to Moody’s that you are, or are accessing the Site as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate any Materials from this Site 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.
28. 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.
29. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Moody’s a notice requesting that Moody’s remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Moody’s a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent by mail to: Legal Department (DMCA Notices), 405 Howard Street, Suite 300, San Francisco, CA 94105; by email to DMCAnotices@moodys.com; or by fax to +1-415-874-6809. You may contact Moody’s DMCA Agent by phone at +1-415-874-6000. We suggest that you consult your legal advisor before filing a notice or counter-notice.
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