Private Company Data Connect Service Terms

The terms below (as may be updated from time to time, “Service Terms”) apply to MSCI’s Private Company Data Connect services (the “Services”) in addition to MSCI’s online terms of use available at https://www.msci.com/terms-of-use (“Terms of Use”). In the event of any conflict, this Service Terms shall prevail with respect to the Services described herein. Capitalized terms used in this Service Terms shall have the same meanings given to them in the Terms of Use.

1. Licensee shall supply MSCI with data and other information, including but not limited to data or information relating to sustainability and climate (“Contributor Data”) in a form as may be reasonably requested by MSCI or agreed by the parties, within the timetable as notified by MSCI.
2. Only Licensee’s specified employees or individual agents or representatives, each authorized by MSCI (“Application User(s)”), may access the Services. Sharing of any Application User licenses is not permitted.
3. Licensee agrees that MSCI shall have the right to share Contributor Data with those users of the Services whom Licensee permissions through the Services.
4. Licensee consents to and grants MSCI a worldwide, perpetual, royalty free, non-exclusive, non-revocable license to use and distribute any Aggregated Data in connection with any of its services. “Aggregated Data” means Contributor Data that is both aggregated and anonymized by MSCI in a manner such that Licensee may not be identified as the source or subject of the data.
5. Licensee shall have the option to allow MSCI to use and share the Contributor Data in an unaggregated and non-anonymized manner in connection with any of its services. In the event Licensee so consents then Licensee thereby grants MSCI a worldwide, perpetual, royalty free, non-exclusive, non-revocable license to use and distribute Contributor Data in connection with any of its services. Certain MSCI services or products for users of the Services (“MSCI Services for Contributors”) will only be made available to Licensee if it agrees to allow MSCI to use Contributor Data in this manner in connection with any of its services.
6. To the extent Licensee receives any MSCI Services for Contributors from MSCI, (i) such MSCI Services for Contributors shall be used for its internal purposes only; and (ii) Licensee may not (a) redistribute any portion or all of the MSCI Services for Contributors, (b) create any derivative works from or based on the MSCI Services for Contributors, and/or (c) create or issue any financial products linked to or based on the MSCI Services for Contributors. MSCI Services for Contributors may include data, reports, benchmarks or similar output provided to Contributor by MSCI, based upon or in connection with the Contributor Data and any downloads Licensee makes from any application used to provide the Contributor Data. Provision of any MSCI Services for Contributors is at the sole discretion of MSCI.
7. Licensee shall retain ownership of the intellectual property rights (if any) in the Contributor Data. Subject to any underlying rights the Licensee holds with respect to the Contributor Data, MSCI shall own all intellectual property rights in any derived works created by MSCI using the Contributor Data (including any MSCI Services for Contributors) and a license from MSCI will be required in respect of any use thereof.
8. Licensee represents and warrants that as of the date Licensee provides the Contributor Data:

    

   1. All Contributor Data is true, accurate and complete, to the best of the Licensee’s knowledge;
   2. Licensee has all rights necessary to provide MSCI such Contributor Data and to allow MSCI to use the Contributor Data as contemplated by this Service Terms and that the Contributor Data does not infringe or violate any third party’s rights (including intellectual property rights); and
   3. Licensee shall not provide any personal data (as defined by any relevant legislation and data privacy laws) to MSCI as part of the Contributor Data.

    



9. Licensee agrees to receive relevant operational and marketing communications (licensees may update their marketing preferences at any time).