Terms of Use

LAST UPDATED: March 4, 2011

This website (“Site”) is owned and operated by Moody's Analytics, Inc. (“Moody’s”).  These Terms of Use (“Terms of Use”) contain the terms, covenants, conditions, and provisions upon which you and the entity on whose behalf you are acting (collectively, "you") may access and use this Site and the content, including (without limitation) the ratings, estimates, forecasts, and other opinions displayed on the Site.  For the avoidance of doubt, these Terms of Use shall be binding upon you and any entity on whose behalf you are accessing the Site.  Accordingly, as used herein, "you" shall be deemed to refer to such entity as a party to these Terms of Use.  Moody’s reserves the right to change the terms and conditions of these Terms of Use upon notice, which may be given by Moody’s posting such change (or revised Terms of Use) on the Site, by e-mail, or any other reasonable way. If a change is notified by a posting on the Site, it shall be deemed to take effect when posted; if a change is notified by e-mail, it shall be deemed to take effect when the e-mail is sent; and if a modification is notified in any other way, it shall be deemed to take effect when the relevant notice is sent or issued by or on behalf of Moody’s. Your continued use of this Site following notice of such modifications will conclusively be deemed acceptance of any changes to these Terms of Use. You agree that notice of changes to these Terms of Use on the Site, delivered by email, or provided in any other reasonable way constitutes reasonable and sufficient notice.

By using this Site, you acknowledge that you have read these Terms of Use, understand them, and agree to be bound by their terms and conditions.  You also hereby acknowledge that you have read and understand the Privacy Policy and consent to Moody’s use of your personal data set out therein (including, with respect to your authorized users resident in the European Union, the transfer of your personal data outside the European Economic Area).  If you do not agree to these Terms of Use or the Privacy Policy, you shall neither access nor use this Site. 

General Terms and Conditions

1. Grant of License. These Terms of Use provide you with a revocable, non-exclusive, non-transferable license to use the Site conditioned on your continued compliance with the terms and conditions of these Terms of Use. You may print and download materials and information on the Site: (i) on an occasional and irregular basis solely for personal and non-commercial use; (ii) solely to the extent specifically permitted by an Other Agreement (defined below); or (iii) for internal business use where you have purchased the appropriate commercial license from Moody’s, provided in all such cases that you do not obscure, alter, remove or delete any copyright or other proprietary notices contained in such materials and information. With the exception of the foregoing and except as otherwise expressly permitted herein, you may not modify, create derivatives of, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, mirror, frame, “deep link”, “scrape”, data mine, or otherwise use any information or material obtained from or through this Site. Further, you may not post any content from this Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other websites, without the prior written consent of Moody’s. You warrant to Moody’s that you will not use this Site for any purpose that is unlawful or prohibited by these Terms of Use, including but not limited to attempting or actually (i) disrupting, impairing or interfering with this Site, (ii) collecting any information about other users of this Site, including passwords, accounts or other information, or (iii) systematically extracting data contained on this Site to populate databases for internal or external business use.  Additionally, you acknowledge and agree that you (and not Moody’s) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Site, and paying all charges related thereto.

   If you wish to quote from or make excerpts from any report, research, analysis, periodical and/or other editorial material created and published by Moody’s for use by its subscribers and/or clients generally (“Publications”) that are furnished to you on or through the Site (if any), or otherwise reuse or republish any portion of any Publication, you shall (a) do so only to the extent that any such action may be taken without violation of the Copyright Act or any other applicable intellectual property law (without regard to any permission or authorization granted by Moody’s), or is expressly authorized in writing by Moody’s, (b) provide an appropriate citation to the Publication containing the matter quoted, excerpted or reused, and (c) not use any portion of any Publication in connection with a prospectus or other document prepared in connection with the offering of securities.

2. Intellectual Property Rights. All material contained on the Site, unless otherwise indicated, is 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 content, 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 content of the Site. Economy.com, FreeLunch.com, Dismal Scientist, DataBuffet, Moody’s, Moody’s Investors Service, Moody’s Analytics, and all other names, logos, and icons identifying the Site, Moody’s and/or Moody’s products and services are proprietary marks of Moody’s, its affiliates, or its licensors.  Third-party trademarks displayed on the Site are the property of their respective owners. Except as specifically authorized herein, you may not use the trade names, trademarks, logos, service marks, service names or other such marks or designations of Moody’s, its affiliates, or its licensors in any manner without the prior written consent of Moody’s or its licensors, as applicable.

3. Privacy Policy. Please see Moody’s Privacy Policy for a summary of Moody’s Personal Data collection and use practices with respect to the Site.

4. Password Policy. Your use of certain portions of the Site may require a password. As part of the registration process, you must select a member name and password and provide Moody’s with accurate, complete and up-to-date information. Anyone with knowledge of your password can gain access to the restricted portions of the Site and the information available to you. Accordingly, you must keep your password secret. By agreeing to these Terms of Use, you agree to be solely responsible for the confidentiality and use of your respective password, as well as for any communications entered through this Site using your password. You will also immediately notify Moody’s if you become aware of any loss or theft of your password or any unauthorized use of your password. Moody’s reserves the right to delete or change a password at any time and for any reason.

5. Subscriptions.  If you registered for a subscription, your subscription will continue and will renew automatically unless terminated by us in accordance with these Terms of Use or until you notify us of your decision to terminate your subscription or as otherwise provided in an applicable Other Agreement (as defined below).  The appropriate annual, monthly or similar periodic fee for your subscription will be billed automatically at the beginning of each renewal period, unless you cancel your subscription before the renewal period begins.  The renewal policy is not applicable to a non-subscription plan.  You agree to pay all fees and charges incurred in connection with your username and password (including any applicable taxes) at the rates in effect when the charges were incurred.  You agree to pay all amounts due on demand.  In the event we have to collect unpaid amounts you owe us, you will be liable for all attorneys’ and collection agency fees.

   You may cancel all subscriptions, including monthly subscriptions or annual renewals, at any time, but no refund will be made for unused subscription periods unless otherwise provided in an applicable Other Agreement (as defined below).

6. 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. Enforcing Security. Actual or attempted unauthorized use of any of the Site may result in criminal and/or civil prosecution. For your protection, Moody’s reserves the right to view, monitor, and record activity on the Site without notice or further permission from you, to the fullest extent permitted by applicable law. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site. Moody’s will also comply with all court orders involving requests for such information.

8. 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 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.

9.  Purchases.  We may make available products and services for purchase through the Site, and we may use third-party suppliers and service providers to enable e-commerce functionality on our Site.  If you wish to purchase any product or service made available by us through the Site (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, the expiration date of your credit card, your billing address, and your shipping information.  YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION.  By submitting such information, you grant to Moody’s the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf, or otherwise associated with your account.  Verification of information may be required prior to the acknowledgment or completion of any Transaction.

   Current rates for the services offered by Moody’s through the Site may be obtained by calling our Customer Service Department at 866.275.3266.  We reserve the right to change fees, surcharges, monthly or other periodic subscription fees or to institute new fees at any time.

10. 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.

11. Disclosures. Moody’s Investor Services, Inc. (“MIS”) 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 $2,400,000. 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 on Moody's website at www.moodys.com under the heading “Shareholder Relations -- Corporate Governance -- Director and Shareholder Affiliation Policy.”

12. DISCLAIMERS. Moody’s obtains all information furnished on the Site from sources believed by it to be accurate and reliable. You expressly agree that (a) the credit ratings, estimates, forecasts, and other opinions provided via the Site are, and will be construed solely as, statements of opinion and not statements of current or historical fact, 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, estimates, forecasts, and other opinions provided via the Site do not address any risk other than relative future credit risk (as defined below) of entities, credit commitments or debt or debt-like securities, including but not limited to liquidity risk, market value risk or price volatility; (c) the credit ratings, estimates, forecasts, and other opinions provided via the Site do not take into account your personal objectives, financial situations or needs; (d) each rating, estimate, forecast 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 make your own study and evaluation of each credit 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. 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 furnished on the Site 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 it receives. Because of the possibility of human and mechanical error as well as other factors, the Site and all related materials, products, services and information are provided on an “AS IS” and “AS AVAILABLE” basis without representation or warranty of any kind, and MOODY’S AND ITS LICENSORS AND SUPPLIERS 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, TOOLS, PRODUCTS, SERVICES OR INFORMATION. Moody’s makes no representation or warranty that any materials, tools, products, services or information on the Site are appropriate or available for use in any particular locations, and access to them from territories where any of the contents of this Site are illegal is prohibited. If you choose to access this Site from such locations, you do so on your own volition and are responsible for compliance with any applicable local laws, rules and regulations. Moody’s may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. You agree and acknowledge that no oral or written information or advice given by Moody’s or any of its employees or agents in respect to the Site shall constitute a representation or a warranty unless such information or advice is incorporated into these Terms of Use by a written agreement. FURTHER, THE INFORMATION, MATERIALS, TOOLS, PRODUCTS, AND SERVICES MADE AVAILABLE ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THERE MAY BE TIMES WHEN THIS SITE OR ITS CONTENTS ARE UNAVAILABLE. MOREOVER, MOODY’S MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE SITE OR TO THE INFORMATION, MATERIALS, TOOLS, PRODUCTS, AND SERVICES DESCRIBED OR MADE AVAILABLE ON THE SITE AT ANY TIME, FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, MATERIALS, TOOLS, PRODUCTS, AND SERVICES MADE AVAILABLE ON THE SITE.

UNDER NO CIRCUMSTANCES WILL MOODY’S OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, 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, FOR LOSS OF DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, COST OF CAPITAL, AND THE CLAIMS OF ANY THIRD PARTY, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF MOODY’S OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

TO THE EXTENT PERMITTED BY LAW, MOODY’S AND ITS LICENSORS AND SUPPLIERS DISCLAIM LIABILITY FOR ANY DIRECT DAMAGES BASED ON YOUR USE OF THIS SITE AND ITS CONTENT.

IN ANY EVENT, THE AGGREGATE LIABILITY OF MOODY’S AND ITS LICENSORS AND SUPPLIERS FOR ANY REASON WHATSOEVER RELATED TO USE OF ANY WEBSITE AND ITS CONTENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY THE USER FOR SERVICES PROVIDED VIA SUCH WEBSITE PURSUANT TO THESE TERMS OF USE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) U.S. $100.

13. Indemnity. You agree to indemnify and hold harmless Moody’s, its licensors and suppliers, all of their affiliates, and all of their respective officers, directors, employees, shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals' fees and court costs) arising out of any third party claims based on or related to your use of the Site or any breach by you of these Terms of Use.

14. Forums.  We and/or our service providers may make available through the Site services (for example, message boards, forums, blogs, chat functionality, messaging functionality and comment functionality on the Site, among other services) to which you are able to post information and materials (each, a “Forum”).

    Information contained in the Forums may be provided by employees of Moody’s as well as by third party visitors to the Site.  Please note that Site visitors may post messages or make statements in the Forums that are inaccurate, misleading or deceptive.  Moody’s, its licensors and suppliers neither endorse nor are responsible for any opinion, advice, information or statements made in the Forums by third parties.  Without limitation, Moody’s, its licensors and suppliers are not responsible for any information or materials made available through the Forums (including without limitation errors or omissions in Forum postings or links or images embedded in Forum messages) or results obtained by using any such information or materials.  Under no circumstances will Moody’s, its licensors or suppliers be liable for any loss or damage caused by your reliance on such information or materials.  The opinions expressed in the Forums reflect solely the opinions of the individuals who submitted such opinions, and may not reflect the opinions of Moody’s.

    In addition, Moody’s, its licensors and suppliers have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of information voluntarily made public through a Forum or any other part of the Site.  If you choose to make any of your personally identifiable or other information publicly available in a Forum or otherwise ON THE SITE, you do so at your own risk.

    You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, at our discretion: (a) monitor postings made in Forums or otherwise through the Site (“Postings”); (b) alter, remove, or refuse to post or allow to be posted any Posting; and/or (c) disclose any Postings, and the circumstances surrounding their transmission, to any third party in order to operate the Site; to protect Moody’s, its licensors and suppliers and the Site's users and visitors; to comply with legal obligations or governmental requests; to enforce this Terms of Use; or for any other reason or purpose.

15. Submissions. Moody’s also welcomes your feedback and suggestions about how to improve this Site. Any ideas, suggestions, information, know-how, material, or any other content received through this Site, including any Postings (collectively, “Submissions”), however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive 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 otherwise act on or exploit 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 irrevocably waive (a) any claim to the contrary and (b) any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.  For each Submission, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such Submission, and your provision thereof to and through the Site, comply with all applicable laws, rules and regulations. 

16. 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.

17. Governing Law/Third Party Beneficiaries. These Terms of Use, including (without limitation) any disputes relating to the content the Site, whether sounding in contract, tort, statute or otherwise, is governed by the laws of the State of New York, without reference to its conflict of law principles and without regard to the U.N. Convention on Contracts for the International Sale of Goods.  Moody’s licensors set forth in these Terms of Use are intended to be third party beneficiaries of the terms and conditions set forth herein, as applicable to their respective products and services.

18. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to these Terms of Use, including any disputes relating to the content of Site, whether sounding in contract, tort, statute or otherwise, shall be finally resolved by arbitration. The arbitration shall be conducted by one arbitrator in English and in accordance with the International Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The place of the arbitration shall be New York, New York. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys’ fees to the prevailing party) shall be paid as the arbitrators determine. The decision of the arbitrator may be entered by any court of competent jurisdiction. You agree to submit to the jurisdiction of the state and federal courts in New York for the purposes of any judicial proceedings to obtain interim relief and in aid of the arbitration or judicial proceedings to confirm or enforce the award. Notwithstanding the foregoing, Moody’s may seek preliminary injunctive relief from a court of law in the event of a breach by you.

19. Term, Termination. These Terms of Use will take effect when you first commence using the Site.  Moody’s reserves the right at any time and for any reason to deny you access to the Site or any portion thereof. Termination will be effective without notice. 

20. Waiver. Failure to insist on strict performance of any of the terms and conditions of these Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by Moody’s of any right under these Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

21. Nature of Relationship / Severability. No joint venture, partnership, employment, or agency relationship exists between you and Moody’s as a result of these Terms of Use or your utilization of this Site. If any provision of these Terms of Use is held unenforceable by a court or tribunal of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use shall continue in full force and effect.

22. Entire Agreement/Reservation of Rights. Your rights to use certain material available on or through this Site may be subject to separate written agreements with Moody’s (“Other Agreements”). Particular pages or features of this Site with content supplied by Moody’s or its licensors may have different or additional terms (“Special Terms”), which will be disclosed to you when you access those pages or features, and by accessing or using such pages and features, you will be deemed to have agreed to the applicable Special Terms. If there is a conflict between these Terms of Use and the Special Terms, the Special Terms will govern with respect to such pages or features or content. In the event of a conflict between these Terms of Use and one or more Other Agreements, the terms of such Other Agreement(s) shall govern and control.  With the exception of any Special Terms and Other Agreements, these Terms of Use represent the entire agreement between you and Moody’s with respect to your use of and material available on or through the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Moody’s with respect to the Site.  Any rights not expressly granted herein are reserved. Notwithstanding the foregoing, Moody’s data collection and usage practices in connection with the Site are as set forth in the Privacy Policy.

23. 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, Standard & Poor’s CUSIP Service Bureau (“CSB”) 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 CSB, along with an associated fee based on usage. You agree that misappropriation or misuse of such materials will cause serious damage to CSB and ABA, and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, you agree that in the event of any misappropriation or misuse, CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CSB 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 CSB.

    NEITHER CSB, 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 CSB, 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 CSB, 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, CSB AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
    You agree that the foregoing terms and conditions shall survive any termination of your rights of access to the materials identified above.

24. Australia.  Moody's Analytics Australia Pty Ltd [ABN 94 105 136 972] (“MA Australia”), having its registered office at Level 10, 1 O’Connell St., Sydney, NSW 2000 Australia, is the holder of Australian Financial Services License No. 383569 (“AFSL”) issued pursuant to the Corporations Act of 2001 (Australia).  Any products, services and/or information provided to you in Australia under these Terms of Use that consist of financial product advice will be arranged by MA Australia under its AFSL and provided by Moody’s to you.  Moody’s and MA Australia have entered into an arrangement under which MA Australia has assumed responsibility for any acts or omissions by Moody’s in relation to any financial product advice provided hereunder by Moody’s in Australia.  By continuing to access the Site from within Australia, you hereby represent and warrant that you are, or are accessing the Site as a representation of, a “Wholesale Client” (as defined in Section 761G of the Corporations Act of 2001 (Australia)), and Moody’s provision of any information to you is expressly conditioned upon the continuing accuracy of such representation and warranty throughout the term of these Terms of Use.  In addition, you acknowledge that any information provided to you that constitutes financial product advice is not intended for use by and shall not be distributed to any person in Australia other than a Wholesale Client, and, without prejudice to any other restrictions on distribution set forth herein, you covenant and agree that neither you, nor the entity you represent, will distribute any information provided to you that constitutes financial product advice, including but not limited to any credit ratings, implied ratings, Estimated Default Frequency data and/or related research to a person in Australia other than a Wholesale Client.

25. Filtering.  Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.  Information identifying current providers of such protections is available on the two web sites GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/).  Please note that Moody’s does not endorse any of the products or services listed at such site.

26. Notice for California Residents.  Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an e-mail to privacy@moodys.com.  You may also contact us by writing to Legal Department, Moody’s Analytics, Inc., 7 World Trade Center at 250 Greenwich Street, New York, NY 10007, or by calling us at 212-553-1653.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 

27. Forward-Looking Statements.  Statements in any news release of Moody’s, contained on the Site or communicated orally or in writing that concern Moody’s or Moody’s management and that are not historical facts are “Forward-Looking Statements.”  Forward-Looking Statements include, without limitation, statements that (a) include the words “believes,” “expects,” “anticipates,” “estimates” or words of similar importance or meaning with reference to Moody’s or Moody’s management; (b) are specifically identified as forward-looking; (c) describe any of Moody’s plans, objectives or goals for future operations and products; or (d) concern the characteristics and growth of Moody’s markets or customers or Moody’s expected liquidity and capital resources.  Forward-Looking Statements are only predictions involving important factors and risks that may cause actual results to differ materially from those discussed in any Forward-Looking Statement.  Those important factors and risks include, without limitation, economic, competitive, governmental and technological factors affecting Moody’s operations, markets, products, services and prices.  Important factors and risks are described in the current Moody’s annual report filed with the SEC, and may be detailed from time to time in additional reports and other filings of Moody’s filed with the SEC.  Copies of the most recent reports and other filings of Moody’s can be accessed through the SEC EDGAR system located at www.sec.gov or may be obtained at no charge from Moody’s.  Moody’s expressly disclaims any obligation or responsibility to update or revise or supplement any Forward-Looking Statement in any news release or generally to any extent.

28. 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 to: 

    Dina Traugot
    Legal Department (“DMCA Notices”)
    Moody’s Corporation
    7 World Trade Center at 250 Greenwich Street, New York, NY 10007
    Phone: +1-212-553-1653
    Facsimile: +1-212-553-0084
    Email: privacy@moodys.com We suggest that you consult your legal advisor before filing a notice or counter-notice.

29. Contact Information. If you would like to contact Moody’s regarding these Terms of Use or the Privacy Policy, please contact:

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30. Evaluation.  If you have been granted access to the Site in order to evaluate the materials and information available through the Site for possible procurement of a license, you acknowledge and agree that you will use the Site only internally and solely for the purpose of evaluating the Site during the Evaluation Period. The "Evaluation Period" shall commence on the first day you are granted access to the Site for evaluation purposes and continue for 30 days thereafter (or such different period as agreed to by Moody’s). You agree to discontinue all access and use of the Site at the end of the Evaluation Period, unless you have obtained a paid license or subscription from Moody's for the continuing access and use of the Site. In the event you decide not to obtain a license to access and use the Site at the end of the Evaluation Period, you agree that you will promptly purge all materials and information furnished to you through the Site that has been stored in your computer systems, databases, or any data storage facilities owned or under your control, delete any passwords that allowed you to access the Site for evaluation purposes, and cease using all materials and information obtained as part of the evaluation.

31. Assignment.  You may not assign your rights and obligations under these Terms of Use without the prior written consent of Moody’s.  Any assignment made in violation of the foregoing prohibition shall be null and void.  These Terms of Use shall be binding upon the parties hereto and their respective successors and permitted assigns.

Third Party Service-Specific Terms and Conditions 
Case-Shiller® Home Price Index Service
You acknowledge that the Case-Shiller® Home Price Index (“CSI”) service is a product jointly developed by Fiserv Solutions, Inc. (“Fiserv”) and Moody's. To the extent that you access or use the CSI service, Fiserv and Moody’s grant to you a non-exclusive, non-transferable right to access and use the CSI service and any information and/or materials contained therein or provided in connection therewith (collectively, "CSI Information") pursuant to these Term of Use.  You represent and warrant that you will not: (a) use the CSI service or CSI Information for any purposes other than your internal business purposes in the ordinary course of business, (b) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the CSI service or CSI Information in any way; (c) modify or make derivative works based upon the CSI service or the CSI Information; (d) build financial derivatives using the CSI service or CSI Information; or (e) reverse engineer or access the CSI service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, or functions of the CSI, or (iii) copy any ideas, features or functions of the CSI service. Upon termination of your right to access and use the CSI service for any reason, you will immediately cease your use of any CSI Information provided and destroy any copies of CSI Information you have accessed or otherwise stored.

In addition to any other of your indemnification obligations set forth herein, you hereby agree to indemnify, defend and hold Moody’s, Fiserv, their parents, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives, successors, and assigns harmless from and against any costs, liabilities, damages or losses (including attorneys’ fees and costs of litigation) which are directly incurred by Moody’s or Fiserv in connection with any third party claim arising from your access or use of the CSI service or CSI Information in violation of these Terms of Use, including any breach of your representations, obligations or warranties set forth herein or otherwise in these Terms of Use.  You further agree that: (a) the ratings, forecasts and/or other opinions contained in the CSI Information 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) each rating, forecast or other opinion will be weighed solely as one factor in any investment decision made by you or on your behalf (or the behalf of any of your clients or customers); and (c) you will accordingly make your own evaluation of each security, and of each issuer and guarantor thereof and provider of credit support for, each security that you may consider purchasing, holding or selling.  You expressly acknowledge and agree that no CSI Information in any form, including any advice given by Moody’s, its licensors or any of their employees, representatives or agents with respect thereto, shall constitute a representation or warranty of any kind.  The CSI Information is not provided as or intended to serve as legal, tax, financial or other such advice.

Agreement for Use of The Conference Board® Data: The Conference Board® US Consumer Confidence
Before you may access and use the materials set forth in The Conference Board, Inc. databases (“The Conference Board Databases”) furnished on this service by us, in addition to the general terms and conditions set forth above, you must also abide by the terms and conditions of these Conference Board Databases Terms of Use (“CBDTOU”).

Your access and use of The Conference Board Databases furnished by us on this service is governed by the Data License and Electronic Distribution Agreement between us and The Conference Board, and these CBDTOU.

The Conference Board Databases are protected by copyright. The Conference Board does not claim copyright as to any part of original work prepared by a U.S. Government officer or employee as part of that person's official duties. The Conference Board acknowledges transfer of responsibility from the U.S. Department of Commerce for the “Cyclical Indicators” pursuant to U.S. Contract No. 52-SABA-5-00128. THE CONFERENCE BOARD and Torch design are registered trademarks of The Conference Board, Inc. The Conference Board is and shall continue to be the owner of The Conference Board Databases, and all rights therein, and you agree not to contest, at any time, the validity of The Conference Board's rights, including its copyrights and trademarks, in them.

You will use The Conference Board Databases only for your private internal business and research purposes. You may reproduce only a limited amount of The Conference Board Databases for business and research documents or similar work product, provided that: (a) you do not intend to derive revenue or in kind value as a direct result of such use of The Conference Board Databases; and (b) you credit The Conference Board as the source of The Conference Board Databases and the information and data contained in them in an appropriate footnote, endnote or parenthetical reference as follows: “Source: The Conference Board” and include the appropriate copyright notice as set forth in The Conference Board Databases. You shall not under any circumstances otherwise furnish or make available The Conference Board Databases to any other party.

You shall be responsible for your employees' full performance and compliance with these CBDTOU.
The Conference Board Databases may contain materials obtained under contract from third-party sources. Third-party materials may be protected by copyright, and you must not use these materials in any way that infringes third-party copyrights. To use third-party materials, you must obtain permission from the third-party source, comply with the restrictions on distribution, access and use contained in these CBDTOU, and include appropriate credit and copyright notice in a footnote, endnote or parenthetical reference.

IN ADDITION TO THE OTHER DISCLAIMERS SET FORTH IN THESE TERMS OF USE, THE CONFERENCE BOARD MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONFERENCE BOARD DATABASES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT THE PURPOSE OR INTENDED USE HAS BEEN DISCLOSED), COMPLETENESS, ACCURACY, TIMELINESS OR CORRECTNESS. THE CONFERENCE BOARD DOES NOT WARRANT THAT THE AVAILABILITY OF THE CONFERENCE BOARD DATABASES WILL BE UNINTERRUPTED OR ERROR FREE. You accept the right to access and use The Conference Board Databases on an “AS IS” basis. The Conference Board shall in no case be responsible for human and/or machine error, however caused. THE CONFERENCE BOARD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO USE OF THE CONFERENCE BOARD DATABASES BY YOU OR ANY OTHER PARTY (REGARDLESS OF WHETHER YOU RECEIVED ANY ASSISTANCE FROM THE CONFERENCE BOARD'S EMPLOYEES IN USING THEM), INCLUDING, BUT NOT LIMITED TO: (A) ANY ERRORS IN OR OMISSIONS IN THE CONFERENCE BOARD DATABASES; (B) THE UNAVAILABILITY OR INTERRUPTION OF THE CONFERENCE BOARD DATABASES; (C) YOUR USE OF ANY EQUIPMENT IN CONNECTION WITH THE CONFERENCE BOARD DATABASES; (D) THE CONTENT OF THE CONFERENCE BOARD DATABASES; OR (E) ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE CONFERENCE BOARD'S REASONABLE CONTROL. IN NO EVENT SHALL THE CONFERENCE BOARD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS BE LIABLE IN CONTRACT, WARRANTY, TORT NEGLIGENCE OR OTHERWISE TO YOU OR ANY OTHER PARTY FOR ANY LOST PROFITS OR LOSSES OR FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED. IN THE EVENT OF ANY CLAIM ARISING OUT OF OR RELATING TO USE OF THE CONFERENCE BOARD DATABASES BY YOU OR ANY OTHER PARTY, THE CONFERENCE BOARD'S ENTIRE LIABILITY (AND YOUR AND ANY OTHER PARTY’S EXCLUSIVE REMEDY) SHALL BE LIMITED TO THE AMOUNT YOU HAVE PAID US TO ACCESS AND USE THE CONFERENCE BOARD DATABASES

In addition to all other remedies available to The Conference Board and us, The Conference Board shall have the right to terminate your access and use of The Conference Board Databases following your breach of any term or condition of the CBDTOU.

Agreement for Use of Lundquist Consulting’s Bankruptcy Filings Data
TITLE TO DATABASE: Your right to use Lundquist Consulting’s Bankruptcy Database (the “Bankruptcy Database”), or the information contained therein, is personal to, and non-assignable by, you. Upon termination or expiration of the license granted hereunder, you shall destroy all copies of, and excerpts and extracts from the Bankruptcy Database in your possession.

PERMISSIBLE USE: You may use aggregated data from the Bankruptcy Database for publication to your clients according to the limitations set forth in these Terms of Use. Each publication must quote “Lundquist Consulting, Inc.” as the data source.

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