MSCI Climate Risk Center - Terms of Use

TERMS OF USE

YOU MUST READ THE FOLLOWING TERMS OF USE BEFORE USING MSCI CLIMATE VALUE-AT-RISK

These terms of use should be read alongside our Privacy Notice

In consideration of MSCI ESG Research (UK) Limited and/or its affiliates (“Provider”) agreeing to provide you (“You” or “Your”) with a limited, royalty‑free, non‑exclusive, non-assignable license to use the MSCI Climate Value-at-Risk product (the “Licensed Product”) solely for the purpose of internal evaluation of the Licensed Product (the “Evaluation Purpose”) during the period starting from the date of Your first access to the Licensed Product and ending on May 15, 2020 (the “Trial Period”), You agree that Your use of the Licensed Product is subject to the following terms of use.

Your use of the Licensed Product may be monitored by Provider, and the resultant information may be used by Provider for its internal business purposes or in connection with any applicable laws, rules, regulations or other legal processes.

Nothing in these terms of use is intended to modify or amend any license agreement or other agreement You or Your firm may have entered into with Provider.

Please read the following terms of use very carefully. By clicking/tapping the “Accept” button, You represent that You have read, understand and agree to follow and be bound by these terms of use.

Provider reserves the right to change these terms of use and any such changes will be effective immediately. Accordingly, you should review these terms of use whenever you access or use the Licensed Product. Your access to or use of the Licensed Product following any change to these terms of use will constitute Your acceptance of the terms of use as modified. If, at any time, You no longer wish to accept these terms of use, You may not access and must discontinue Your use of the Licensed Product for any purpose and immediately notify cvar_registrations@msci.com. Any terms and conditions proposed by You which are in addition to or which conflict with these terms of use are expressly rejected by Provider and shall be of no force or effect.

  1. License.
    (a)You may only use the Licensed Product for the Evaluation Purpose during the Trial Period. You acknowledge and agree that You may not use the Licensed Product in any manner that is not expressly permitted in these terms of use or that is not directly related to the Evaluation Purpose. All rights not specifically granted by these terms of use are expressly reserved by Provider. Without limiting the foregoing, except as expressly authorized in these terms of use, You will not: (i) publish, display, distribute or transfer to a third party, any of the Licensed Product or the output of the Licensed Product, (ii) create derived data or derivative works based on the Licensed Product or the output of the Licensed Product, (iii) use the Licensed Product for production purposes, (iv) use the Licensed Product for the benefit of a third party, (v) copy the Licensed Product or any portion thereof, or (vi) alter, modify, improve, enhance, manipulate, translate, reverse engineer, decompile or disassemble the Licensed Productor (vii) suggest any affiliation, endorsement or sponsorship between You and Provider. These terms of use do not confer upon You the right to receive any customer support from Provider.
    (b) Notwithstanding anything to the contrary in section 1(a) above, You may download from the Licensed Product (1) a summary version of company level and portfolio level report in pdf format, and (2) up to 30 lines of issuer level data per portfolio, provided, however, that You may not distribute such report and data internally within Your firm or to a third party.
  2. Reservation of Rights. All right, title and interest in and to the Licensed Product, any output generated by or through the Licensed Product and all modifications, adaptations, extensions or derivative works of or to the Licensed Product or the output thereof, including but not limited to all copyrights and other intellectual property rights therein (all of the foregoing, collectively, the “Materials”) will remain at all times the sole and exclusive property of Provider. You will have no right, title or interest in or to the Materials. You will take reasonable measures to protect the proprietary rights of Provider in the Materials.
  3. Confidentiality. You will (i) use Confidential Information only in connection with Your internal evaluation of the Licensed Product and only pursuant to these terms of use, (ii) use reasonable care to keep secret the Confidential Information (which in no event may be less than the security precautions that You use to protect Your most highly sensitive information); and (iii) not disclose Confidential Information in any way to third parties. As used herein, “Confidential Information” means any information (whether written, electronic, verbal or otherwise) concerning any of the Licensed Product, the Materials and/or current or future Provider products and services, including pricing and any information designated by Provider as “confidential” or “proprietary” at the time of disclosure.
  4. No Warranties. The Licensed Product is provided to You “as is” and You assume the entire risk of any use You may make, or cause to be made, of the Licensed Product. Neither Provider, nor Provider affiliates, nor any third party involved in the compiling, computing or creating of the Licensed Product (collectively, the “Provider Parties”) (i) makes any warranties or representations with respect to the Licensed Product or the results to be obtained by the use thereof, including without limitation any implied warranties of merchantability or fitness for a particular purpose, or (ii) shall have any liability whatsoever to You or any other person or entity for any damages of any kind arising out of, or in connection with, these terms of use or the Licensed Product. Further, as a result of high Internet traffic, transmission problems, capacity limitations of the Licensed Product, and other problems, You may at times experience difficulty accessing the Licensed Product or the Internet. The Licensee Product may experience unanticipated outages or slowdowns, or have capacity limitations. Provider cannot and does not guarantee continuous, uninterrupted or secure access to the Licensed Product.
  5. Indemnification. You shall indemnify, defend and hold the Provider Parties and each of their respective officers, directors, managers, employees, agents, consultants and other representatives harmless from and against all claims, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney and expert fees and costs) arising from or in connection with (i) Your use of, or inability to use, the Licensed Product, and/or (ii) any breach by You of these terms of use.
  6. Term and Termination. These terms of use shall automatically terminate at the end of the Trial Period and shall thereafter be of no force and effect, except that paragraphs 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive the termination or expiration of these terms of use. Notwithstanding the foregoing, You agree that, without notice, Provider may terminate these terms of use and Your limited right to receive and use the Licensed Product at any time, for any reason or no reason, subject to any applicable law or regulation.
  7. Information Purge. At the end of the Trial Period or upon the earlier termination of these terms of use, You shall promptly purge and destroy all records in Your possession or control (whether paper or electronic) containing copies of, or summaries or derivative works based upon, the Licensed Product, the Materials and/or the Confidential Information, and You shall certify in writing to Provider that all such materials have been so purged and destroyed.
  8. Governing Law; Jurisdiction. These terms of use shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict or choice of laws principles. You hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in New York County, New York for the purposes of adjudicating any matter arising from or in connection with these terms of use or the subject matter hereof. THE PARTIES UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THESE TERMS OF USE.
  9. Injunctive Relief. You acknowledge and agree that a breach of these terms of use with respect to the Confidential Information or the proprietary rights of Provider in the Licensed Product will result in irreparable harm and continuing damage to Provider for which there will be no adequate remedy at law. In the event of such breach, Provider will be entitled to injunctive relief and/or a decree for specific performance, without having to post a bond or other consideration, in addition to any and all rights or remedies that Provider may have at law or otherwise.
  10. Miscellaneous. These terms of use constitute the entire and exclusive agreement between the parties hereto with respect to the subject matter contained herein and supersedes any previous oral or written communications, representations, understanding or agreements with respect thereto. These terms of use may be modified or any rights under it waived only in a tangible written instrument that is signed by duly authorized representatives of both parties. If any provision of these terms of use is declared to be invalid, illegal or unenforceable, the parties agree that such invalidity, illegality or unenforceability will not affect the remaining provisions of these terms of use, and the parties further agree to substitute for any invalid, illegal or unenforceable provision a valid, legal and enforceable provision which approximates the intent and economic effect of the invalidated provisions as closely as possible. A waiver of a breach or default under these terms of use will not be a waiver of any other default. Failure or delay by either party to enforce compliance with these terms of use will not constitute a waiver of such terms of use.

You agree that the requirements of the E-Commerce Directive (2000/31/EC) as implemented are excluded to the fullest extent permissible by law with respect to Your access to and use of the Licensed Product.

You represent, warrant and covenant that (i) You have the power and authority to agree to these terms of use; and (ii) You are at least eighteen (18) years of age.

Pursuant to Section 512(c)(2) of the Copyright Act, Provider designates the following agent to receive notifications of claimed infringement: Robert Gutowski, MSCI, 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York, 10007, USA; robert.gutowski@msci.com

If You have any questions regarding the Licensed Product, you can contact Provider via cvar_tool_support@msci.com.