Website Terms and Conditions

Last updated: 14 January 2020

Section A

1. Application
2. Information about us
3. Changes to these Terms and Conditions
4. Changes to the Website
5. Accessing the Website
6. Acceptable use
7. Intellectual property rights
8. No reliance on information
9. Limitation of our liability
10. Viruses
11. Linking to the Website
12. Third party links and resources in the Website
13. Waiver
14. Severability
15. Applicable law

Section B

16. Application of Section B
17. Registration
18. User licence
19. Intellectual Property Rights
20. Warranties
21. Linking to the Subscribed Services

Third Party owned content

22. Lipper Prices and Performance data
23. Moodys

Section A

1. Application

1. These terms and conditions (“Terms and Conditions”), including any documents referred to within them, set out the terms upon which you can use our website www.fundslibrary.com (the “Website”) or www.fundslibrary.co.uk. Use of the Website includes, but is not limited to, accessing and browsing the Website and accessing the Subscribed Services via the Website (as defined in clause 16.1 of Section B). Please note that these Terms and Conditions, including our Privacy Policy, also apply to any email or telephone correspondence we may make in relation to the Website.

2. Please be aware that these Terms and Conditions refer to other documents which will apply to you, in particular our Privacy Policy, which sets out the terms on which we process any personal data we may collect or, you may provide to us. You should read these Terms and Conditions and any document referred to within them, including the Privacy Policy carefully, before you start to use the Website or Subscribed Services. The terms set out in Section A apply to all users of the Website and the terms set out in Section B are additional terms applicable to those users who register an account with us and access the Subscribed Services via the Website.

3. By using the Website (including the Subscribed Services), you confirm you have understood and accept these Terms and Conditions, agree to comply with them and that you have read and understood our Privacy Policy If you do not agree to these Terms and Conditions or associated documents, you should not use the Website or access the Subscribed Services. We recommend that you print a copy of these terms for future reference.

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2. Information about us

1. The Website is operated by FundsLibrary Limited under the trading name FundsLibrary (“FundsLibrary”, “we” or “us”). We are a private limited company registered in England and Wales under company number 02264702. Our registered office and main trading address is at One College Square South, Anchor Road, Bristol BS1 5HL.

2. You can contact us by telephone (on +44 117 313 1670) or by email (website@fundslibrary.com).

3. The Website should not be regarded as an offer or solicitation to conduct investment business, as defined by the Financial Services and Markets Act 2000 (as amended) in any jurisdiction.

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3. Changes to these Terms and Conditions

We may revise these Terms and Conditions at any time by posting updated terms and conditions onto the Website. Please check this page from time to time to view any changes made, as they are binding on you. We will take reasonable steps to inform you of any such changes.

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4. Changes to the Website

1. The Website is available to you free of charge.

2. We do not guarantee that our site or any content on it will be free from errors or omissions.

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5. Accessing the Website

1. The Website is available to you free of charge.

2. We do not guarantee that the Website or any content on it will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis and we may suspend, withdraw, discontinue or change all, or, any part of the Website without notice for business and operational reasons. We will not be liable to you if the Website is unavailable at any time for any period.

3. You are responsible for ensuring that all people who access the Website through your internet connection are aware of and comply with these Terms and Conditions (together with any documents which may be referred to in them).

4. We may limit the availability of the Website or any service or product described within the Website at any time. If you choose to access our site from outside the United Kingdom, you do so at your own risk.

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6. Acceptable use

1. You may use the Website only for lawful purposes. You may not use the Website:

a) in any way that breaches any local, national or international law or regulation;

b) in any way that is unlawful or fraudulent, or may result in an unlawful or fraudulent effect;

c) to transmit or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

d) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Website or any computer software or hardware.

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2. You also agree:

a) not to reproduce, duplicate, copy or re-sell any part of the Website in contravention of these Terms and Conditions; and

b) not to access without authority, interfere with, damage or disrupt:

i. any part of the Website;

ii. any equipment or network on which the Website is stored;

iii. any software used in the provision of the Website; or

iv. any equipment, network or software owned or used by any third party.

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7. Intellectual property rights

1. This clause 7 is in respect of the Subscribed Services, subject to clause 19 of Section B.

2. We are the owner or the licensee of all intellectual property rights relating to the Website and the material published on it. Such works are protected by copyright laws and treaties around the world. All such rights are reserved.

3. You may print off one copy or download extracts of any page(s) from our site for your personal use and you may also draw the attention of others within your organisation to any content posted on our site.

4. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics without the relevant accompanying text.

5. Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

6. You must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from us or our licensors beforehand.

7. If you print off, copy or download any part of our site, in breach of these Terms and Conditions, your right to use our site will cease immediately and you must return or destroy any copies of the materials you have made at our discretion.

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8. No reliance on information

1. The content on the Website is provided for general information only. You should not rely on it for advice. You must obtain professional or specialist advice before taking or not taking any action on the basis of the content on the Website.

2. Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up to date.

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9. Limitation of our liability

1. Nothing in these Terms and Conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

2. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Website or any content on it, whether express or implied.

3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

a) use of, or inability to use, the Website; or

b) use of or reliance on any content displayed on the Website.

4. If you are a business user, please note that we will not be liable for:

a) loss of profits, sales, business or revenue;

b) loss of profits, sales, business or revenue;

c) loss of anticipated savings;

d) loss of business opportunity, goodwill or reputation; or

e) any indirect or consequential loss or damage.

5. If you are a consumer user, please note that we only provide the Website for domestic and private use. You agree not to use the Website for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

6. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or from any website linked to it.

7. We assume no responsibility for the content of any websites linked from the Website. Such links should not be interpreted as an endorsement by us and we will not be liable for any loss or damage that may arise from your use of them.

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10. Viruses

1. We do not guarantee that the Website (including the Subscribed Services) will be secure or free from bugs or viruses.

2. You are responsible for configuring your information technology, computer programmes and platform in order to access the Website. You should use your own virus protection software.

3. You must not misuse the Website by knowingly introducing viruses, Trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

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11. Linking to the Website

1. Subject to clause 21 in Section B below, you may link to the Website home page, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation.

2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where there is none.

3. You must not establish a link to the Website within any website that is not owned by you.

4. The Website must not be framed on any other site and you may not create a link to any part of the Website other than the home page.

5. We reserve the right to withdraw linking permission without notice.

6. If you wish to make any use of content on our site other than that set out above, please contact website@fundslibrary.com.

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12. Third party links and resources in the Website

1. Any links to other sites and resources provided by third parties on the website are provided for your information only.

2. We have no control over the contents of websites or resources provided or operated by third parties.

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13. Waiver

If we fail at any time to insist upon strict performance of any of your obligations under these terms and conditions of website use, or if we fail to exercise any of the rights or remedies to which we are entitled under these terms and conditions of website use, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

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14. Severability

If any part of these Terms and Conditions becomes invalid, illegal or unenforceable, it shall be considered revised to the minimum extent needed to make it valid, legal and enforceable. If such modification is not possible, the relevant part shall be considered deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

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15. Applicable Law

1. If you are a consumer, please note that these Terms and Conditions, their subject matter and formation are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction.

2. If you are a business, these Terms and Conditions, their subject matter and formation (and any non-contractual disputes or claims) are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

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Section B

16. Application of Section B

1. In this Section B, unless a contrary intention is expressly stated, the following definitions shall apply:

“Data” means all information and documents made available to you:

(i) by accessing the Database; and

(ii) in email or telephone correspondence with us.

“Database” means the collection of Data forming FundsLibrary’s central database, THE Library, which is made available to you, via the Software, by registering with us in accordance with clause 17 and accessing the ‘Fund List’ or ‘Fund Comparison’ pages of the Website.

“Data Supplier” means a third party contributor of data to the Database.

“Intellectual Property Rights”means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Software” means the software, developed by FundsLibrary, through which you are able to access the Database.

“Subscribed Services” means, together, the Data, Database and Software.

2. The additional terms in this Section B apply to users who register an account with us and access the Subscribed Services.

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17. Registration

1. In order to access the Subscribed Services first you must register using a specific username and password chosen by you. Only professional individual users may register to use the Database and access the Data.

2. Those parts of the Website which can only be accessed by registering and signing in are for the use of professional individuals and firms within the United Kingdom who are regulated by the Financial Conduct Authority only. They are not for use by private investors.

3. You must treat your username and password as confidential and must not disclose it to any third party.

4. FundsLibrary has the right to disable any username or password at any time, if in its reasonable opinion, you have failed to comply with any of the provisions of these Terms and Conditions.

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18. User Licence

1. Subject to clauses 18.2 and 18.3 and your compliance with these Terms and Conditions, FundsLibrary grants you a non-exclusive, non-transferable, revocable licence (the “Licence”) to access, store and/or use the Subscribed Services.

2. You must not:

(a) use the Subscribed Services for any purpose other than as permitted by clause 18.3 below except with our prior consent;

(b) make any of the Subscribed Services (including providing access through a database, website, spreadsheet or other application populated with the Data, re-selling, sub-licensing, transferring or disclosing the Data) accessible to any third party by any means;

(c) use the Subscribed Services for any purpose contrary to any law, regulation or any regulatory code, guidance or request;

(d) redistribute, extract, reutilise, use, exploit, copy or store the Data for any purpose not expressly permitted by these Terms and Conditions;

(e) make any copies of any of the Data (whether in printed form, magnetic or any other media and whether permitted or not by these Terms and Conditions) without proper attribution to FundsLibrary or any relevant Data Supplier, or without including either FundsLibrary’s or the Data Supplier’s copyright notice (as applicable). In the case of FundsLibrary, the copyright notice to be included is “© [20XX] FundsLibrary All Rights Reserved”;

(f) store any of the Data on a file server for multiple use;

(g) share access to the Subscribed Services through your account with any other third party;

(h) copy, decompile, reverse engineer or create derivative works from the Subscribed Services except to the extent permitted by any applicable law.

(i) access all or any part of the Services in order to build or develop a product or service (whether new or existing) which competes with the Services; or

(j) do anything which may damage the reputation of FundsLibrary, the Data or the Subscribed Services.

3. You are permitted to redistribute, extract and make copies of limited excerpts of the Data on an ad hoc basis for your internal business purposes only.

4. In making use of the Licence you acknowledge that:

(a) the use and interpretation of the Data requires skill and the knowledge of financial products and markets;

(b) you have that skill and knowledge and agree that you will exercise that and appropriate judgment when using the Data;

(c) you will be solely responsible for any opinions, recommendations, forecasts, illustrations, conclusions or actions taken by you or your associates based upon the Data;

(d) you are in the best position to determine any likely loss you may suffer in connection with the use of the Subscribed Services and you are therefore responsible for putting insurance arrangements in place to address the risk of any such loss and that the provisions of this clause 18 are reasonable in these circumstances; and

(e) you are aware that use of the Data, whether by accessing, using, storing or otherwise, may from time to time be subject to certain statutory or other external regulations, conditions and restrictions. You agree to comply with the regulations, conditions or restrictions applicable to the relevant territory. The Data contains information relating to a variety of investment funds and trusts which are located in various different jurisdictions and so the Subscribed Services may therefore be subject to the laws and regulations of these jurisdictions. None of the Data published or made available as part of the Subscribed Services is intended to be published or made available in any jurisdiction where this would result in a breach of any applicable law or regulation. It is your responsibility to;

i. ensure that your use of the Subscribed Services and the related information does not contravene any relevant laws or regulations;

ii. keep yourself informed and aware of such laws and regulations;

iii. obtain any necessary consents or qualifications required in order to perform your business and use the Subscribed Services; and

iv. inform FundsLibrary immediately of any change in circumstances which affects your ability to comply with your obligations in this or any other agreement with FundsLibrary.

5. You agree to indemnify FundsLibrary against any claims, losses, damages, costs (including all legal fees) and cover any expenses incurred by or awarded against it or any Data Supplier that might occur in connection with:

(a) your access to or use of the Subscribed Services;

(b) any data or information you produce or any opinions, recommendations, forecasts or other conclusions that you or any of your associates make or give based on the Data; or

(c) any breach by you of these Terms and Conditions.

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19. Intellectual Property Rights

1. In using the Licence and accessing the Subscribed Services, you acknowledge that:

(a) all Intellectual Property Rights within the Data, the Database and/or the Software are the property of FundsLibrary or the relevant Data Supplier, and so;

(b) you shall have no rights to the Data, the Database or the Software other than the right to use them in accordance with the express terms of these Terms and Conditions; and

(c) FundsLibrary has made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Data, the Database and the Software.

2. You assign to FundsLibrary (or, where applicable, the relevant Data Supplier), and shall assign to it, with full title guarantee all Intellectual Property Rights in any development of the Data, the Database and the Software, by way of future assignment.

3. You will, and will make, all reasonable effort to ensure that any necessary third party shall promptly complete such documents and acts that may be required for the purpose of giving full effect to this clause.

4. The Intellectual Property Rights assigned to us (or, where applicable, the relevant Data Supplier) under clause 19.2 shall be deemed to be included in the Licence from the date when any such rights arise.

5. You will co-operate with us to protect the goodwill and reputation of the Subscribed Services and will comply with clause 18.2(j) entirely.

6. You acknowledge that a reference to any trade names or proprietary products in any area of the Data, the Database or the Software does not mean that such names or products are free for general use or outside the scope of the Licence set out in clause 18.

7. FundsLibrary guarantees that in using the Subscribed Services you will not infringe the Intellectual Property Rights of any person.

8. You acknowledge that you may be subject to additional terms of use by any Data Supplier who may impose additional restrictions on use of the Data which will be obligatory to you. You must comply with any applicable third party Data Supplier terms in connection with the Subscribed Services, including those listed at clause 22 and you will allow us to contact the relevant Data Supplier to confirm the your compliance with these terms.

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20. Warranties

1. Except as expressly stated in these Terms and Conditions, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

2. We do not guarantee that:

(1) the supply of the Data or use of the Database or Software will be free from interruption;

(2) the Data, the Database and/or the Software will be accessible from your Services and/or will run on your computer system;

(3) the Data is accurate, complete, reliable, secure, useful, fit for purpose or timely; or

(4) the Data has been tested or is suitable for use by you or any third party.

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21. Linking to the Subscribed Services

Aside from with our prior written consent, you will not, and will ensure that no other person does, allow the Subscribed Services to be linked to, communicate with or be used in connection with any other database, other system, computer bureau, data or telecommunication service or any other service or word processing system or information distribution network, where the information, material or data obtained from the Subscribed Services could be accessed, used, stored or redistributed through any other equipment.

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Third Party owned content

22. Lipper Prices and Performance data

Copyright 2019 Lipper Limited (a Thomson Reuters company). All rights reserved. Any copying, re-publication or redistribution of Lipper content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Lipper. Neither Lipper, other members of the Thomson Reuters group, or its data providers shall be liable for any errors or delays in the content or for any actions taken in reliance thereon.
Lipper performance rankings are based only on the universe of funds shown, which may not represent all the funds tracked by Lipper. Performance rankings are calculated using data available at the time of calculation. The provision of fund performance data does not constitute an offer to purchase shares in the funds referred to, nor shall it be deemed a recommendation to buy or sell mutual funds. Investors should remember that past performance is not a guarantee of future results.
Lipper and the Lipper logo are trademarks and registered trademarks of Thomson Reuters S.A. For additional information on other Lipper services, please visit the Lipper public web site www.lipperweb.com

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23. Moodys

© 2019, Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “Moody’s”). All rights reserved. Moody’s ratings and other information (“Moody’s Information”) are proprietary to Moody’s and/or its licensors and are protected by copyright and other intellectual property laws. Moody’s Information is licensed to Client by Moody’s. MOODY’S INFORMATION MAY NOT BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, 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 ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.

1. Proprietary Notice; Client Service provided solely for Subscriber’s internal or personal use; No Redistribution to Third Parties.

ALL DATA, FURNISHED BY CLIENT PURSUANT TO THIS SUBSCRIPTION AGREEMENT ARE PROPRIETARY TO CLIENT (OR CLIENT’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 CLIENT’S PRIOR WRITTEN CONSENT (OR THAT OF CLIENT’S LICENSORS’, AS APPLICABLE).

2. No Warranties; Limitation on Liability; Liability Cap.

All DATA furnished pursuant to this Agreement is obtained by Client from sources believed by it to be accurate and reliable. However, because of the possibility of human and mechanical error as well as other factors, all DATA is provided “AS IS” without warranty of any kind, and CLIENT (AND CLIENT’S LICENSORS), IN PARTICULAR, EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE DATA, EXPRESS OR IMPLIED, AND WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION (A) ANY WARRANTY, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, OR THE RESULTS TO BE OBTAINED FROM USE OF THE DATA, (B) THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EVEN IF CLIENT HAS BEEN INFORMED OF SUCH PURPOSE; AND (C) ANY WARRANTIES ARISING BY IMPLICATION OR FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
To the extent permitted by law, under no circumstance shall CLIENT (or CLIENT’S Licensors) have any liability to Subscriber or any other person or entity for (a) 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 Client 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 (b) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR COMPENSATORY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF CLIENT 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 CLIENT or CLIENT’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 CLIENT within the twelve (12) month period immediately preceding the date upon which the relevant claim accrued.
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.
MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

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 Analytics, Inc., (“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

Moody’s Investors Services, Inc. (“MIS”), 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 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 approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. MCO annually publishes on its website at www.moodys.com disclosures 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 five percent (5%). Although certain of the products licensed hereunder are designed to predict what an MIS rating would be based on certain assumptions, financial and portfolio data and/or other variable inputs, the output from such products may or may not reflect a MIS rating actually assigned to such security or issuer, whether or not any of the assumptions or other data are correct, or the ultimate events related thereto differ materially from the factors used as inputs to such products. Nothing in this Agreement will compel MIS to assign, as a result of any DATA, a particular rating or any revision thereof to the Subscriber or any securities, debt or other instruments. Subscriber understands that MIS may at any time refuse to issue any rating, or, if already issued, revise or withdraw such rating. Subscriber further agrees not to represent, imply or otherwise suggest that any output from such products constitutes or affects an MIS rating, rating action, or opinion.”
Subscriber expressly agrees, on behalf of itself and each other person or entity that it permits to use any Information (“User”), that (a) the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the 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, (b) the DATA will be weighed solely as one factor in any investment decision made by or on behalf of Subscriber or any User, and (c) 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. Subscriber agrees, on behalf of itself and each User, that (i) none of the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the DATA, or any statements or disclosures by Moody’s to Subscriber or a User regarding the foregoing, shall create any duty of care on the part of Moody’s or any Moody’s Affiliate to Subscriber, (ii) neither Moody’s nor any Moody’s Affiliate is acting as a financial adviser to Subscriber, and (iii) none of the credit ratings and other opinions, and valuations, quotes statistical, quantitative or other information contained in the DATA (whether in oral or written form) or statements or other communications supplied by Moody’s or any of its employees, representatives or agents shall constitute a representation or a warranty, or the provision of investment advice.

5. Not a Real-Time Service

Subscriber acknowledges and understands that the Moody’s Ratings Delivery Service is not a real-time service, and that it may not reflect the most recent changes to ratings and other information published by Moody’s Investors Service (“MIS”), until MIS completes its regularly scheduled updates to the service. Users of this service must refer to the official MIS press release announcements of ratings and related changes available on its website to receive up to date information.

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