MOODY’S ONEVIEW MIGRATION

ADDITIONAL TERMS

Effective as of the date the Successor Product becomes available to the Customer (the “Migration Effective Date”), subject to Section 7 of Customer’s Terms of Agreement (the “Agreement”), Customer agrees to these additional terms regarding the use of third-party materials included in the Successor Product, which may include additional Orbis and NewsEdge content, as well as certain Moody’s AI Tools.

“Successor Product” shall mean the Moody’s OneView Capital Markets Product that Moody’s makes available to Customer on the Migration Effective Date as a successor Product to Customer’s prior subscription to CreditView – Corporates and/or CreditView – Fundamentals, as applicable.

1. Additional Orbis Content.

a. Evaluation License. The Successor Product contains certain information about entities, corporate structures, and financials from the Orbis database (“Orbis Data”). Starting on Migration Effective Date and ending on the earlier of (i) the date that is 120 days after the Migration Effective Date, or (ii) the Customer’s subscription renewal date for the Successor Product (the “License Conversion Date”), Moody’s grants and Customer accepts a limited, non-exclusive, non-sublicensable, non-transferable trial license to access and use the Orbis Data that is displayed within the Successor Product for evaluation purposes only (and not for commercial use), subject to the Agreement. All rights not expressly granted to Licensee are reserved by Moody’s and its licensors.

b. Commercial License. Starting on the License Conversion Date, as part of Moody’s licensing of the Successor Product to Customer, Customer is receiving and accepting from Moody’s a limited, non-exclusive and non-transferable license to access certain additional data from the Orbis database that is displayed by Moody’s within the licensed Successor Product only for the purposes expressly authorized, and subject to the Agreement. Customer shall not be entitled to download, copy, save, or print, on any one occasion or in a series of occasions, any additional data contained in the Successor Product so as to obtain a version of all or a substantial part of such data. Customer shall not and shall procure that none of its authorized Affiliates or their respective employees and consultants shall, use the Successor Product to create a product which (a) competes with Moody’s or any of its licensors or (b) provides the same or substantially similar functionality, content, or features to such Successor Product, as applicable.

2. Additional NewsEdge Content. As part of Moody’s licensing of Successor Product to Customer, Customer is receiving and accepting from Moody’s a limited, non-exclusive and non-transferable license to access certain additional data from the NewsEdge database (the “NewsEdge Information”) that is displayed by Moody’s within the Successor Product and to use such data only for the purposes expressly authorized. In addition to the foregoing, the following additional restrictions apply to Customer’s use of such data:

▪ Customer shall not modify the NewsEdge Information.

▪ The NewsEdge Information shall not be used in print, television or radio news media (including websites affiliated with or supporting entities engaged in such news distribution) without Moody’s prior written permission.

▪ The NewsEdge Information shall not be used in any systems, programs or other applications that enable or support algorithmic trading functions or any form of automated trading relating to financial markets or securities.

▪ Retention and Deletion. Certain NewsEdge Information delivered by Moody’s to the Customer is subject to deletion requirements imposed by Moody’s Licensors. Customer agrees that, upon expiry of the retention period specified below, Customer will irretrievably delete all copies of such NewsEdge information that have been stored in its computer systems, databases, or any data storage facilities owned or under its control. For the avoidance of doubt, a retention period commences on the date the specified Information is delivered by Moody’s to the Customer.

3. Personal Data Processing. To the extent that Moody’s Processes (as defined in the Data Processing Schedule) Personal Data (as defined in the Data Processing Schedule) on behalf of Customer, Customer agrees that the Data Processing Schedule posted at https://www.moodys.com/web/en/us/site-assets/dataprocessingschedule.pdf will apply as of the Migration Effective Date.

4. Moody’s AI Tools. To the extent that Customer’s subscription has not included Research Assistant prior to the Migration Effective Date, the following terms and conditions will apply as of the Migration Effective Date:

a. Definitions:

(i) “AI” means a data processing or machine-based technology that is designed to operate with varying levels of autonomy, may exhibit adaptiveness after deployment, and, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs, or any other technologies commonly referred to or described as artificial intelligence, language models, natural language processing, or machine learning, with substantially similar functionality to any of the foregoing, or that perform functions normally associated with human intelligence.

(ii) “AI Output” means any output or result generated, derived from, produced, delivered, or made available by the Moody’s AI Tool. 

(iii) “AI Tool” means an electronic machine, device, tool, system, or other technology that uses or incorporates AI.

(iv) “Moody’s AI Tool” means the AI Tool(s) provided by Moody’s to Customer as part of the Successor Product.

(v) “Non-Moody’s Data” means third-party data that Customer uses, independently or in combination with the Successor Product, with a Moody’s AI Tool.

(vi) “Train” means train, fine tune, develop, or otherwise modify.

b. AI Use. Customer may use the Moody’s AI Tools included in the Successor Product solely for purposes of retrieval or reference for a specific prompt, query, or similar action by Moody’s AI Tools, provided that the use is not an “unacceptable” (prohibited) or “high-risk” use as defined in the European Union’s Artificial Intelligence Act or a similar use under similar legislation and regulations. Customer will use any and all AI Output on an internal basis only and will not share such AI Output with any third party.

c. Abuse. Customer (a) will not enter any prompts into any Moody’s AI Tools designed to generate any inappropriate content or seek to circumvent any protections for any Moody’s AI Tools, and (b) acknowledges that Moody's AI Tool may leverage models hosted in a third party environment and Customer agrees to adhere to all of the requirements set forth in the following Code of Conduct and Acceptable Use Policy.

d. No Other AI Uses. Customer will not, and will not permit any third party to, use Successor Product in connection with any AI; provided, further, that, notwithstanding anything herein to the contrary, Customer will not, and will not permit any third party to, use the Successor Product and/or AI Output for Training of any AI Tools. Customer is responsible and liable for the acts and omissions of any third party that Customer permits or allows to access the Successor Product as if such third party were a party to the Agreement and bound by the obligations and restrictions related to AI.

e. AI Disclaimer. The AI Output is derived from a limited data set, and the AI Output may contain errors, inconsistencies, or outdated or incomplete information. In addition to Moody’s data, Customer may supplement the data used to generate AI Output by using the Successor Product to access publicly available third-party websites and/or content (“Third Party Content”). To the extent any authorizations or licenses are required in connection with Customer's use of such Third Party Content, Customer shall be responsible to obtain any necessary authorization and/or licenses from the owners of such Third Party Content. Customer must independently verify the accuracy of the AI Output and its sources. Third Party Content may contain citations and/or links to third party sources (“Third Party Links”) which Moody’s makes available to its Customers. In accessing such Third Party Links, Customer acknowledges that it will be redirected outside of the Moody’s environment and into the third party environment. If Customer does not wish to enter the third party environment Customer should not click on any Third Party Links. Although the information contained in Successor Product and/or the AI Output may contain information regarding credit ratings and research published by Moody’s Ratings, neither the Successor Product nor the AI Output is compiled, reviewed, or adjusted by Moody’s and/or Moody’s Ratings. Except as otherwise provided in the Agreement, none of Moody’s and its affiliates, including but not limited to its Moody’s Ratings affiliates, makes any express or implied representation or warranty regarding the information contained in the Successor Product or the AI Output, nor shall Moody’s or its affiliates, including but not limited to Moody’s Ratings affiliates, have any liability to Customer arising out of or related to Customer's use of the Successor Product or the AI Output. Customer will not use the Successor Product for high-risk use cases as defined in the European Union’s Artificial Intelligence Act and similar legislation and regulations.

f.  Non-Moody’s Data. Customer agrees that, as of the License Conversion Date, Customer’s use of the file upload feature available via the Successor Product will be subject to the additional terms and conditions set forth in Sections (i) and (ii) below.

(i) Any licensing or acquisition by Customer of Non-Moody’s Data, and any exchange of data between Customer and any third-party provider of such Non-Moody’s Data (a “Third-Party Provider”) is solely between Customer and the applicable Third-Party Provider and is subject to a separate agreement between Customer and the Third-Party Provider covering Customer’s use of such Non-Moody’s Data (the “Separate Agreement”). Customer’s use of such Non-Moody’s Data shall be governed by the terms of the Separate Agreement for as long as it remains in effect, and nothing in the Agreement shall limit or affect Customer’s rights under the Separate Agreement. Customer shall comply with terms of the Separate Agreement and any other terms of service of any Non-Moody’s Data with which Customer uses the Successor Product. Notwithstanding anything herein to the contrary, (a) Moody’s does not warrant or support such Non-Moody’s Data and (b) Non-Moody’s Data shall not be deemed part of the Successor Product. Moody’s is not responsible for any disclosure, modification or deletion of Non-Moody’s Data resulting from, or any other loss incurred by Customer as a result of, Customer’s use of, and or access to, Non-Moody’s Data, or any acts or omissions of Third-Party Provider. Moody’s does not guarantee the continued availability of Non-Moody’s Data within the Successor Product, and may cease the interoperation of the Successor Product with Non-Moody’s Data without entitling Customer to any refund, credit, or other compensation. 

(ii) If Customer requests to use Non-Moody’s Data with the Successor Product, and Moody’s accepts such request (a) Customer, on behalf of each Third-Party Provider, hereby grants Moody’s, its Affiliates and applicable contractors a worldwide, non-exclusive, royalty-free, limited-term license to host, copy, use, transmit, reproduce, modify, and display such Non-Moody’s Data as appropriate for Moody’s to provide and ensure proper operation of the Successor Product and associated systems in accordance with the Agreement; (b) Customer hereby grants Moody’s permission to allow such Non-Moody’s Data and the respective Third-Party Providers to access information about Customer’s usage of the Non-Moody’s Data as appropriate for the interoperation of such Non-Moody’s Data with the Successor Product, as applicable; and (c) prior to requesting Moody’s make such Non-Moody’s Data available for interoperation with the Successor Product, including Moody’s AI Tools, Customer shall obtain from the Third-Party Providers of such Non-Moody’s Data the express written consent, authorization and all rights necessary for Customer to grant to Moody’s the license set forth in this Section. Subject to the licenses granted in the Agreement, Moody’s acquires no right, title or interest from Customer or its licensors under the Agreement in or to any Non-Moody’s Data. Customer hereby represents and warrants to Moody’s that it has obtained all necessary consents, approvals, and has the power and authority to grant the licenses and permissions set forth in this paragraph to Moody’s.