Moody's Content Agreement
BY CLICKING ON THE "I AGREE" BUTTON BELOW, YOU ARE INDICATING THAT YOU HAVE READ, ACKNOWLEDGE, AND ASSENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW (THIS "AGREEMENT") IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION, AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS, AS IF YOU HAD HANDWRITTEN YOUR NAME ON A CONTRACT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK ON THE "I DON'T AGREE" BUTTON BELOW AND DO NOT ACCESS OR USE THE CONTENT (AS DEFINED BELOW) PROVIDED BY MOODY'S. If the user is not an individual, then "you" means your company, its officers, members, agents, successors, and assigns. 1. YOUR RIGHT TO ACCESS AND USE THE CONTENT. Moody's Investors Services, Inc. ("Moody's") hereby grants you a non-exclusive, non-transferable, limited license to access and use its Long Term AA Corporate Bond Yield ("Content") di splayed on the statistical section of the Society of Actuaries web site under the terms of this Agreement. The Content is provided by Moody's and may be accessed and used only for your personal and non-commercial use. Except as otherwise permitted under this Agreement, you agree not to copy, reproduce, modify, create derivative works from, or store any Content, in whole or in part, or to display, perform, publish, distribute, transmit, broadcast or circulate any Content to anyone, or for any commercial purpose, without the express prior written consent of Moody's. The Content is the property of Moody's or its licensors, and is protected by copyright and other intellectual property laws. Moody's is a registered trademark of Moody's. All other trade names, trademarks, service marks and other product and service names and logos within the Content are proprietary to either Moody's or their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the "Marks") within the Content may be registered or unregistered marks of Moody's or others. Nothing contained in this Agreement should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Marks within the Content without the express written permission of Moody's or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited. You may, on an occasional and irregular basis, reproduce, distribute, display or transmit an insubstantial portion of the Content, for a non-commercial purpose and without charge, to a limited number of individuals, provided you include all copyright and other proprietary rights notices with such portion of the Content in the same form in which the notices appear within the Content, the original source attribution, and the phrase "Used with permission from Moody's Investors Service, Inc.". However, you may not post any Content to forums, newsgroups, list servers, mailing lists, electronic bulletin boards, or other web sites, or resell or license the content, without the prior written consent of Moody's. 2. YOUR REPRESENTATIONS AND WARRANATIES You represent and warrant that (i) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract; (ii) you will access and use the Content in a manner consistent with all laws and regulations and in accordance with the terms and conditions of this Agreement; (iii) you are authorized to sign for and bind the contracting party; and (iv) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers, or otherwise conceal your identity from Moody's for any purpose. 3. LIMITATION ON MOODY'S WARRANTIES AND LIABILITY You are entirely liable for activities conducted by you or anyone else in connection with your accessing and using the Content. If you are dissatisfied with the Content your sole and exclusive remedy is to stop accessing and using the Content. Moody's is not liable to you for and will not pay you any damages in connection with your access to or use of the Content or your inability to access or use the Content. The Content includes credit ratings and other opinions which must be construed solely as statements of opinion and should not be construed as statements of fact, recommendations to buy, sell or hold 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. Moody's and its licensors do not guarantee or warrant the accuracy, completeness, timeliness, merchantability or fitness for any particular purpose, or any such rating or other opinion. Each rating or other opinion must be considered, if at all, as only one factor in any investment decision made by you. You must make your own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that you may consider buying, holding or selling. The Content is not designed to meet the investment needs of any particular investor. You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters. Due to the number of sources from which the Content is obtained, and the potential hazards of electronic distribution, there may be delays, omissions or inaccuracies in such Content. THE CONTENT IS PROVIDED ON AN "AS IS", "WHERE IS", AND "WHERE AVAILABLE" BASIS, WITHOUT ANY WARRANTIES. MOODY'S AND ITS AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR TITLE TO, ANY OF THE CONTENT, AND MOODY'S HERBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OF IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF NONINFRINGEMENT. NEITHER MOODY'S NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING FROM ACCESS OR NON-ACCESS TO OR USE OF OR INABILITY TO USE THE CONTENT, IN WHOLE OR PART, WHETHER CAUSED BY NEGLIGENCE, CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING ANY CONTENT OR OTHERWISE. IN NO EVENT WILL MOODY'S, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT. MOODY'S AND ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR SIMILAR DAMAGES. ADDITIONALY, MOODY'S MAKES NO WARRANTIES AS TO ANY RESULTS OBTAINED FROM THE USE OF THE CONTENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MOODY'S TOTAL AGGREGATE LIABILITY TO YOU BASED ON ANY CLAIM OR CAUSE OF ACTION WHATSOEVER ARISING OUT OF THIS AGREEMENT EXCEED THE PRICE ACTUALLY PAID BY YOU FOR THE CONTENT. 4. THE STATISTICAL SECTION OF THE SOCIETY OF ACTUARIES WEB SITE Moody's has entered into a contractual arrangement to permit you to access the Content through the statistical section of the Society of Actuaries ("SOA") web site. However, all information on the SOA web site other than the Content is provided by the SOA and the accuracy of such information is the responsibility of the SOA. Read the SOA terms and conditions of use and privacy security policy prior to your use of the SOA web site. You agree that Moody's is not responsible for the content or operation of the SOA web site, and that Moody's shall have no liability to you or any other person or entity for the use of the SOA web site. 5. TIMELINESS OF CONTENT The Content, including, but not limited to, reports and other opinions, is current as of the date appearing on the report and is subject o change without notice. Unless indicated otherwise, ratings are updated periodically by Moody's to reflect changes in the market and other criteria. Moody's does not guarantee or warrant the accuracy, timeliness, or completeness of any ratings you receive within the Content. 6. SECURITIES DISCLOSURES Pursuant to Rule 204-3 promulgated by the Securities and Exchange Commission under the Investment Advisers Act of 1940, MOODY'S hereby offers to deliver without charge to each of its customer, upon written request, either (i) a copy of Part II of its Form ADV complying with §275.204-1(b) under said Act or (ii) a written document containing at least the information then so required by Part II of Form ADV. Pursuant to Section 17(b) of the Securities Act of 1933, MOODY'S herby 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 its fees ranging form $1,500 to $1,500,000. 7. MODIFICATION OF AGREEMENT Moody's may change this Agreement upon notice to you, and it may provide such notice either in a similar scroll box, post it elsewhere on this site, by email to you, or by other means. Your use of the site after the terms of this Agreement have changed will constitute your affirmative assent to the new terms and conditions. You may print a copy of the Agreement for your reference. You understand and agree that Moody's may discontinue or change the Content at any time, without notice. You also understand and agree that Moody's may discontinue or restrict your access and use of the Content for any reason without notice. 8. TERM AND TERMINATION This Agreement will be effective when you click "I Agree." Without limiting its other remedies, Moody's may immediately temporarily suspend, indefinitely suspend or terminate the license granted under this Agreement. This Agreement will terminate immediately if you fail to comply with any term or condition of this Agreement. Upon such violation, you agree to terminate your access to and use of the content. With the exception of the license granted to You, all other terms and conditions shall survive termination of this Agreement. 9. ADDITIONAL LEGAL TERMS This Agreement, your rights and obligations, and all actions contemplated by this Agreement will be governed by the laws of the United States of America and the State of New York, as if this Agreement was a contract wholly entered into and wholly performed within the State of New York. By clicking on the "I Agree" button below and thereby assenting to this Agreement, you agree to submit to the jurisdiction of the Federal courts of the United States of America, Southern District of New York, and the State courts located in the State of New York in connection with any action for the interpretation and enforcement of this Agreement and with respect to any action involving the Content. If any provision in this Agreement is deemed to be invalid or unenforceable under applicable law by a court of competent jurisdiction, the remaining provisions will remain unaffected and will continue in full force and effect, and the invalid or unenforceable provision, to the extent possible, will be reformed by a valid, enforceable provision that most closely matches the intent of the original provision. All rights not expressly granted herein are hereby reserved. This Agreement sets forth the entire and final agreement regarding your access to and use of the Content, and supersedes all prior or contemporaneous communications, whether oral or written, between Moody's and your regarding the subject matter of this Agreement and the Content. 10. ANTI-HACKING PROVISION You may not, nor may you allow others to, directly or indirectly, attempt or actually disrupt, impair or interfere with, alter or modify any Content. You agree that the foregoing terms and conditions shall survive any termination of your rights of access to and use of the Content. Moody's is a registered trademark of Moody's Investors Service, Inc.
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