Services Supplements

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Last updated on September, 2023

The terms below (as may be updated from time to time, “Services Supplement”) apply to MSCI analytics services and when referenced in any applicable Order Form or email (for purposes of this Services Supplement, each an “Order Form”), this Services Supplement shall be incorporated into the Agreement (as defined in any applicable Order Form). In the event of any conflict, this Services Supplement shall prevail with respect to the Services described herein (unless expressly stated otherwise in the applicable Order Form). Capitalized terms used in this Services Supplement shall have the same meanings given to them in the applicable Agreement.

1. Disclaimer

   The Services under any Order Form do not constitute, and MSCI and Licensee each agree that they do not intend or desire MSCI’s performance under this Order Form to constitute investment management, investment advisory, broker-dealer, supervision, accounting, pricing or other regulated or licensed services or activities. Further, for the avoidance of doubt, all implied warranties are hereby disclaimed and Licensee acknowledges that the Services are only intended to act as a basic market information and intelligence tool and none of the information and material forming any part of the Service(s), (including, but not limited to, any data, report, valuation, proxy, methodology, model, optimization, risk analysis, calculation or other information contained or technique used therein) is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision.

2. Distribution of Results

   Licensee may use the Services to (i) produce reports, charts, graphs, calculated data, analyses, and other such results based on financial positions, assets, debts, cashflows, or obligations, held by Licensee (“Results”), including secondary analyses and reports derived from the Results. For the avoidance of doubt, the term “Results” does not include any market data; and (ii) distribute, for their internal use only, Results to Licensee’s officers, employees, agents, accountants and other professional advisors (in connection with those accountants and other professional advisors performing services for Licensee).

3. Academic Users

   This shall apply where the following is specified as part of the Services: (i) Aegis Portfolio Manager with Optimizer and Automation Assistant; (ii) Aegis Performance Analyst; and/or (iii) COSMOS Risk Manager/Scenario and is to be used by Licensee for academic use only (as further described below).

   MSCI will provide the Licensee with one copy of the Services and MSCI on Campus Theory Handbook (the "Student Handbook") which shall be deemed to be a part of the definition of “Services” as such term is used in the relevant Order Form. The Services provided under the relevant Order Form may not contain the same quantity or quality of data or analysis as the Services provided by MSCI to its non-academic clients for commercial purposes. MSCI retains the right to grant licenses to use the Services to any other persons or entities.

   Notwithstanding anything in the Agreement to the contrary and in addition to all restrictions contained in the License Agreement, the Licensee may only use the Services for purposes related to academic instruction or academic research (the "Purpose") and not for any other purposes (including but not limited to actual investment purposes or other commercial purposes). The Licensee acknowledges and agrees that the Services are licensed free of charge contingent upon the Licensee’s limited usage rights set forth in the preceding sentence.

   When using the Services for the Purpose and subject to the terms of this Agreement, the Licensee’s specified business contact may copy: (a) the Services only to the extent necessary to provide access to Affiliates (as defined below) at the Licensee’s academic facilities; and (b) portions of the Student Handbook for distribution to Affiliates. The Licensee’s specified business contact will retain direct control of and a log listing all Services copied and will not cause or permit the Services to be removed by anyone from the Licensee’s academic facilities. The Licensee’s specified business contact agrees to affix to each copy of the Services (including any instruction manuals) any copyright or other proprietary notices or other indicia of Licensee’s or its third party data/software providers' (“Vendors”) rights in such items that are affixed to the originals of such item, and agrees not to remove or alter such notices or indicia from any such copies. The Licensee’s specified business contact shall not make or cause or permit to be made any other copies of the Services without the prior written consent of MSCI.

   As used herein, “Affiliate” shall mean an instructor, researcher, teaching assistant, other employee or agent, or student of the Licensee. The Services may not be distributed to, accessed or otherwise used by any person other than the Licensee’s specified business contact, unless such person is an Affiliate. The Licensee’s specified business contact shall permit Affiliates to obtain access to or otherwise use the Services only if such Affiliates: (i) have been informed of the terms of this Agreement; and (ii) are associated with the research of the Licensee’s specified business contact or are students of the Licensee’s specified business contact. Upon request the Licensee shall provide MSCI with a list of all Affiliates accessing the Services. The Licensee and the Licensee’s specified business contact shall be responsible for ensuring that Affiliates do not use, copy, distribute, or modify the Services except as permitted hereunder. The Licensee agrees that it will be liable for any damages incurred by MSCI and/or the Vendors as a result of any breach of the terms of this Agreement by the Licensee’s specified business contact or any Affiliate.

   The Licensee and Licensee’s specified business contact shall ensure that all use and access of the Services occur on computers permanently located at the Location only. The Services may not be downloaded to any computer, whether desktop, laptop or otherwise, located outside the Location. For the avoidance of doubt, student or faculty residences located on or near the Location are not considered part of the Location.

   All oral and written presentations (by the Licensee’s specified business contact or any Affiliate) incorporating, using or otherwise relying on all or any portion of the Services shall contain a direct and appropriate attribution to MSCI. The specific language of and the presentation containing such attribution shall be provided to MSCI in writing for approval prior to the presentation and/or publication thereof. Additionally, such attribution shall include the following statement: "Barra Inc. is an investment software and research company and its products have been provided as part of a broad academic program to foster the study of investment technology."

   The Licensee shall not without MSCI’s prior written consent use or authorize others to use the name "Barra" in connection with any business.

   The Licensee’s specified business contact, the Licensee, and the Affiliates realize that the purpose of the provision of the Services to the Licensee is for academic purposes only. The software is not to be used for competitive purposes. The Licensee’s specified business contact, the Licensee, and the Affiliates agree that none of them shall use the Confidential Information to develop a product or service that competes with the Services. Additionally, MSCI reserves the right to request return of the Services if MSCI believes the software is being used against MSCI’s business interests.

   At the end of each semester a questionnaire provided by MSCI may be given to all Affiliates. The results to this questionnaire will be returned to MSCI in a timely manner.

   Notwithstanding anything to the contrary in the Agreement, the Licensee shall not be entitled to receive Support as provided by MSCI to its paying customers. Whenever possible and at MSCI’s sole discretion, the Licensee’s specified business contact will have access to a client support representative at MSCI. This client support service shall only be provided to the Licensee’s specified business contact.

   Notwithstanding anything to the contrary in the Agreement, MSCI shall have the right to terminate the Agreement at any time and for any reason upon 30 days written notice to the Licensee.

   MSCI may update the Products annually, or any time at its option, at which time the Licensee’s specified business contact agrees to collect and retire all older versions of the software, data, and documentation relating to the Services and to once only the current versions provided by MSCI.

   Licensee undertakes to and represents and warrants that it will comply with all applicable laws and regulations when using the Services including without limitation banking secrecy and data protection legislation (collectively, ‘‘Applicable Laws’’). Licensee shall not input, add, upload and/or store in the Services any unencrypted data relating to any of its customers, which are protected by any Applicable Laws (‘‘Protected Data’’). Licensee agrees that MSCI may store or process data in jurisdictions which do not protect banking secrecy or afford sufficient data protection and that MSCI will not be in a position to screen the data to avoid the input, addition, upload and/or storage of Protected Data in the Services. Licensee represents and warrants that to the extent any unencrypted Protected Data is input, added or uploaded in the Services, Licensee shall have obtained all necessary prior waivers to do so under all relevant Applicable Laws. Licensee agrees that MSCI shall not be liable in case of any disclosure of Protected Data and that MSCI shall not be deemed to be an agent of the Licensee in respect of Protected Data under any Applicable Laws. In case of breach of this provision, Licensee shall fully indemnify MSCI.

4. Market Data Pass Through Service:

   Market Data Pass Through Service. service provides for the daily processing by MSCI of market data as delivered by Licensee. Such Licensee Data shall be delivered to MSCI in the then-current standard RMS market data file format in accordance with the customary MSCI production processing schedule, which shall be not later than 20:00 each Business Day. MSCI shall make such Licensee Data available for use in Licensee’s production environment for the Service. Further, MSCI will provide Licensee with a password protected ftp or sftp (secure ftp) account for delivery of such Licensee Data. Licensee is responsible for the Licensee Data loaded into the Service by Licensee or delivered by Licensee to MSCI in connection with such loading or use of the Service. For the avoidance of doubt, the Licensee indemnity provisions set out in the Licensee Agreement shall apply with respect to the use of the Market Data Pass Through Service. Notwithstanding anything to the contrary, the use of the Market Data Pass Through Service by Licensee shall be limited to the importation of no more than the Time Series Limit set forth in the applicable Order Form.

5. HedgePlatform Community Risk Information:

   The following shall apply where MSCI is providing, as part of the Services, third party position data consisting of the position or position related data known as “HedgePlatform Community Risk Information” of the then-current list of underlying hedge funds held by the Licensee (as amended from time to time by MSCI):

   • Notwithstanding anything to the contrary in any Order Form or the Agreement, HedgePlatform Community Risk Information may not be distributed by Licensee, provided, however, if expressly permitted otherwise, Licensee may distribute Results derived from the use of the HedgePlatform Community Risk Information solely at the Licensee portfolio level to the investors of Licensee, except as described in the following sentence. Provided Licensee or MSCI has received prior written notification allowing distribution (such notification to be reasonably satisfactory to MSCI), Licensee may distribute Results derived from the use of the HedgePlatform Community Risk Information at the individual hedge fund level. Licensee agrees that all Results shall be deemed to be provided by Licensee only, and not MSCI, and Licensee hereby expressly adopts, and shall adopt for purposes of Licensee customer delivery, all such Results as solely Licensee’s own. Licensee shall be solely responsible for the content of Results and for any advice, recommendations or any other investment, brokerage or advisory services provided by Licensee through or by such Results, or otherwise through the use of the Services.
6. Nasdaq OMX:

   The following shall apply where MSCI provides Services to Licensee where such Services is comprised of data from Nasdaq OMX:

   Licensee represents and warrants that it has previously executed the NASDAQ OMX Global Subscriber Agreement, and remains in good standing thereunder.

   Licensee, (known as “Subscriber” in the NASDAQ OMX Global Subscriber Agreement) agrees:

   1. that it has read and agrees to be bound by the NASDAQ OMX Global Subscriber Agreement, a copy of which is available at http://www.nasdaqtrader.com/content/AdministrationSupport/AgreementsData/subagreemstandalone.pdf ;
   2. that MSCI is not an agent of NASDAQ OMX and is not authorized to add to or delete from the NASDAQ OMX Global Subscriber Agreement and is not authorized to modify any provision of the NASDAQ OMX Global Subscriber Agreement; and
   3. that no provision has been added to or deleted from the NASDAQ OMX Global Subscriber Agreement and that no modifications have been made to it.

   Both the Subscriber and the person executing on behalf of the Subscriber warrant that the Subscriber is legally able to undertake the obligations set forth in and the signatory is duly authorized to bind the Subscriber to the NASDAQ OMX Global Subscriber Agreement.

7. MSCI FaCS and MSCI FaCS Premium Services:

   The following shall apply when MSCI FaCS and MSCI FaCS Premium Services are licensed under any Order Form:

   • Notwithstanding anything to the contrary, MSCI FaCS and MSCI FaCS Premium are for Licensee’s internal use only. Any redistribution rights set forth in the License Agreement shall not apply to the MSCI FaCS or MSCI FaCS Premium service licensed under a relevant Order Form. Any such redistribution rights for MSCI FaCS and MSCI FaCS Premium must be expressly granted in a separate Order Form.
   • Licensee shall not publish, disseminate or distribute any data or information from or about MSCI FaCS or MSCI FaCS Premium or any portion thereof in any manner that competes with any distribution by MSCI or its affiliates of (i) MSCI FaCS or MSCI FaCS Premium in any form or format or (ii) any derivative works based on MSCI FaCS or MSCI FaCS Premium.
   • Notwithstanding anything to the contrary, Licensee shall not alter, modify or adapt any component of MSCI FaCS or MSCI FaCS Premium, including but not limited to translating, altering, modifying or creating derivative works from MSCI FaCS or MSCI FaCS Premium or any component thereof as provided by MSCI. Further, Licensee shall not create an alternative factor classification designation for any security; provided, however, that if Licensee creates a factor classification for any securities for which an MSCI FaCS or MSCI FaCS Premium classification has not been provided or made available to Licensee, Licensee shall clearly and conspicuously note such classification as a Licensee-defined classification that is not supported or sponsored by MSCI or its affiliates.
8. Rolling History:

   The Services may include a rolling period of historical data (the “Rolling History”) as specified by MSCI via email, online portal, web site or other electronic process or means. Licensee may not store, archive or otherwise save or use any data beyond the then-current Rolling History. Data which falls outside the scope of then-current Rolling History shall be deemed to be a “Terminated Service” and Licensee shall delete and purge, on a monthly basis, each Terminated Service from all Licensee systems or otherwise in Licensee’s possession or control. For the avoidance of doubt, each month, the oldest months’ worth of Rolling History shall be deemed to be a Terminated Service. Notwithstanding the foregoing, any provisions of the Agreement expressly permitting Licensee to retain copies of the Terminated Services following termination of the Agreement shall also apply to the Terminated Services hereunder.

9. Third Party Indexes:

   Licensee may request access to third party indexes through the Services from time to time by sending an email to MSCI at: mscianalyticsapprove@msci.com. For the avoidance of doubt, (i) any such permissioning is subject to any and all consents or agreements required by the relevant Vendor, (ii) Licensee’s use of such indexes is subject to the relevant terms and conditions in the Agreement and any agreements with the relevant Vendor, and (iii) access to such indexes may be terminated at any time if required by the Vendor. If, any time, any such indexes require the payment of fees or Vendors require MSCI to have the licensees sign separate terms and conditions, then Licensee will be required to sign separate Order Forms for such indexes that address the foregoing.

10. MSCI Portfolio Manager – Data Models:

    The Licensee agrees and acknowledges that the availability of equity models and the amount of historical data (the “Data (Models)”) available in the MSCI Portfolio Manager platform may differ from what is currently available in the MSCI Aegis software.

11. Beta Services:

    The Licensee may periodically have access to beta versions of the Services (the “Beta Services”). The following terms shall apply to such Beta Services:

    • Licensee ’s usage of such Beta Services shall be subject to the terms and conditions of this Agreement. Licensee will evaluate and test the Beta Services and report to MSCI the results of such evaluation and testing, including any problems found in the Beta Services, comments on the Beta Services’ performance and functionality, and suggested improvements. MSCI may incorporate such Licensee feedback into MSCI’s Services without any compensation to or retention of any proprietary claim by Licensee. MSCI shall be the exclusive owner of all proprietary rights in such Services. MSCI shall have no obligation to provide installation services, maintenance or enhancements or upgrades (including production releases) of the Beta Services. MSCI has disclosed, and Licensee expressly understands and agrees, that: (i) the Beta Services are unreleased versions for evaluation and testing purposes only and may contain bugs, defects and errors, and (ii) the Beta Services are not expected to contain the functionality or functions of the version(s) of such products that MSCI may make available for commercial distribution. THE BETA PRODUCTS ARE EXPERIMENTAL IN NATURE AND ARE NOT SUITABLE FOR PRODUCTION USE.
12. Limited Access:

    For the avoidance of doubt, Licensee may be able to access Data and Software other than what Licensee is specifically licensed for. However, Licensee acknowledges and agrees that it will only access or use the Data and Software for which it is specifically licensed under the Order Form. Licensee will inform MSCI if it wishes to alter its usage of the Services, which may be charged for by MSCI and will be subject to the signing of a new order form between the Parties.

13. Developer’s Toolkit:

    The following terms shall apply when the Developer’s Toolkit is comprised within the Services provided by MSCI to the Licensee as set out in any Order Form:

    1. DEFINITIONS
       1. “Toolkit” means the Aegis Developer’s Toolkit or the Total Risk Developer’s Toolkit, as applicable, and which specifically consists of all of the contents of the files, disk(s), CD-ROM(s) or other media with which this service is provided, including but not limited to (i) Sample Code; (ii) API Information; (iii) Documentation; and (iv) any upgrades, modified versions, updates, and/or additions thereto, provided to Licensee by MSCI.
       2. “Sample Code” means sample software supplied in connection with the Toolkit (e.g., *.c, *.xls, *.bas and *.cpp files).
       3. “API Information” means any header files (*.h files) supplied in connection with the Toolkit, including without limitation any related information detailing contents of header files.
       4. “Licensee Work Product” means Plug-In Software, Scripts and anything else developed or created by the Licensee using the Toolkit.
       5. “Documentation” means explanatory materials (e.g., file format specifications) supplied with the Toolkit or made available online on MSCI web pages related to the Toolkit.
       6. “MSCI Software” means the generally commercially available versions of MSCI application software products and updates thereto.
       7. “Plug-In Software” means the Licensee’s plug-in or library software which (a) runs only when called by MSCI Software, and (b) does not expose, duplicate or mimic any MSCI Software application programming interface.
       8. “Script” means the Licensee’s software code written in Visual Basic, JavaScript, Perl or a similar scripting language and designed to automate the functionality of MSCI Software.
       9. “Service Pack(s)” means a release of a Service made generally available at no extra charge to licensees of the Service that primarily contains bug fixes to the current Version of the Service but that may also have minor improvements.
       10. “Upgrade” means a release of a Service made generally available to licensees of the Service that contains significant improvements to the current Version of the Service.
       11. “Version” means a specific release number for a Software program or model, including Upgrades and Service Packs.
    2. LICENSE. Subject to the terms and conditions of the Agreement, MSCI grants the Licensee a non-exclusive, nontransferable, license to: (i) use the Toolkit for the sole purpose of internally developing Plug-In Software and Scripts, and (ii) reproduce and modify Sample Code as a component of Plug-In Software and Scripts that add significant functionality to the Sample Code. Any Plug-ins, Scripts or modified or merged portion of the Sample Code is subject to this Agreement. Use of MSCI Software and/or any other MSCI application program is subject to the applicable Agreement between MSCI and Licensee for such application software even if such MSCI Software is supplied to the Licensee in connection with the Agreement. MSCI is under no obligation to provide any support for Licensee Work Product under the Agreement, to developers, Users, or to any other party.
    3. RESTRICTIONS. The Licensee may not distribute, sell, sublicense, rent, loan, or lease the Toolkit, MSCI Software, and/or any component thereof to any third party. The Licensee also agrees not to add, modify or delete any program files that would modify the functionality and/or appearance of MSCI Software and/or any component thereof. The Licensee agrees not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Toolkit, MSCI Software and/or any component thereof except to the extent (i) the Licensee may be expressly permitted to decompile under applicable law, (ii) it is essential to do so in order to achieve operability of the Toolkit or MSCI Software with another software program, and (iii) the Licensee has first requested MSCI to provide the information necessary to achieve such operability and MSCI has not made such information available. MSCI has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by MSCI or obtained by the Licensee, as permitted hereunder, may only be used by the Licensee for the purpose described in the relevant Order Form and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Toolkit and/or MSCI Software. In no event shall the number of individuals accessing the Toolkit exceed the number of Users for the Toolkit set forth on the applicable Order Form.
    4. CONFIDENTIAL INFORMATION. The Sample Code, API Information and Documentation shall be included in the definition of MSCI Confidential Information as such term is defined in the Agreement.
    5. PROPRIETARY RIGHTS. MSCI shall retain all rights to and ownership and other interests in the Toolkit and any Licensee Work Product provided that the Licensee shall have a license to use the Licensee Work Product, subject to the terms of the Agreement and this Order Form, until such time as the Licensee’s subscription to the Toolkit is terminated. To the extent any intellectual property right in the Licensee Work Product is determined not to be owned by MSCI, Licensee hereby irrevocably and exclusively assigns, transfers and conveys to MSCI all rights, title and interest (including but not limited to intellectual or proprietary rights) of any kind, in and to any and all Licensee Work Product and Licensee acknowledges that it will not retain any proprietary right or interest in the Licensee Work Product.
    6. ATTRIBUTION. The Licensee shall provide reasonable written attribution to MSCI in all software developed, and in all research and reports generated, using the Toolkit. The attribution shall be in the form of the following: ‘MSCI’s products (www.msci.com) were used in the preparation of this report. Copyright [YEAR] MSCI. All Rights Reserved.’
14. Aegis Services:

    The following terms shall apply when Aegis Services are provided by MSCI to the Licensee as set out in any Order Form:

    1. LICENSE. MSCI grants Licensee a nonexclusive, nontransferable, limited, and revocable right to use the Services solely for its internal purposes with respect to assets owned or directly managed by Licensee or with respect to Licensee’s own brokerage or trading accounts or those of Licensee’s brokerage or trading customers. Subject to the restrictions on the number and type of Users and the number of Locations set forth in the applicable Order Form(s), the Licensee may change a Location to another location within the European Union provided the Licensee obtains MSCI’s prior written consent. MSCI shall not be required to assist in any installation at a new location unless otherwise expressly agreed.
    2. DELIVERY. MSCI will deliver one copy of the Services to the Delivery Location(s), and will periodically send one copy of updated Data to the Delivery Location(s) or make the updated Data available to Licensee for electronic retrieval.  MSCI shall bear the risk of loss until the Services are delivered to Licensee at the Delivery Location (whether by physical or electronic means).  MSCI will provide to Licensee, at no additional charge, any Service Packs or Upgrades to the Services that MSCI makes generally available at no additional charge to its Licensees that have contracted to receive such Services.  Licensee must promptly install such Service Packs and Upgrades upon receipt and discontinue use of all prior Versions of the Services.  MSCI may cease providing Data and Support for any Services Version at any time more than sixty (60) days after delivering any Service Pack or Upgrade that supersedes the Version of the Services currently in use by Licensee.
15. Service Facilitator Use:

    For all Services where “Service Facilitator Use” is included as part of the Services, the following applies:

    • “Service Facilitator” means a consultant appointed by Licensee and nominated in the Order Form for the receipt of the applicable Services. Licensee may make the Services available to the Service Facilitator solely as necessary to A. provide in an advisory or consulting capacity to Licensee for investment decisions, risks and analysis of real assets portfolios, data management and/or reporting; or B. provide production, processing, maintenance, hosting and/or distribution, services for and on behalf of Licensee, in accordance with the terms of the Order Form, provided that:
      1. Service Facilitator is obligated to keep the Services confidential and shall comply with the terms and conditions of the Order Form and the limited usage rights granted in this paragraph or as otherwise agreed with MSCI;
      2. Service Facilitator will only have access to the Services on behalf of Licensee and may not use it for any other Service Facilitator clients or accounts, or for any other purpose, except as otherwise agreed with MSCI; and
      3. any breach by Service Facilitator of the terms or conditions of the Order Form or the limited usage rights granted in this paragraph shall be deemed a breach of the Order Form by Licensee.

    Licensee may replace the Service Facilitator with a different entity, subject to MSCI’s prior written consent (in MSCI’s sole discretion) and the execution of an amended and restated Order Form.

16. Hosting:

    For Services where it is specified that Services being provided by MSCI are to be provided on MSCI servers, the following terms shall apply:

    MSCI will host the Services on MSCI servers on hardware that is shared by other MSCI customers. The parties will reasonably cooperate with each other to enable MSCI to support Licensee’s portfolio requirements (as those are communicated and agreed upon from time to time between the parties), and, since the Services are being hosted on a “shared platform”, MSCI is not obligated to purchase any additional, or dedicate specific, hardware, or perform any consulting services, unless otherwise mutually agreed by the parties, and except as otherwise included as part of MSCI’s customary support set out in an applicable SLA.

17. Licensee Portfolio Data:

    Licensee acknowledges and agrees that: (i) MSCI does not require any Personal Data relating to Licensee’s customers in order to provide the Services and/or Professional Services (as relevant) and Licensee shall not input, add, upload and/or store any Personal Data in the Services; (ii) MSCI performs, calculates, distributes, stores and hosts the Services from data centers around the world; (iii) MSCI does not and has no obligation to screen Licensee Portfolio Data to avoid the input, addition, upload and/or storage of Personal Data; and (iv) MSCI is in no way an agent of Licensee with respect to any Licensee Portfolio Data.  As used herein, “Personal Data” means personally identifiable information, or information about an identified or identifiable natural person, as defined in any applicable privacy, data protection or banking secrecy law, rule or regulation; and, “Licensee Portfolio Data” means any portfolio or investment data, third party data, content or information that is uploaded or delivered by Licensee (or a third party on behalf of Licensee) for use in the Services and/ or in connection with the Professional Service (as relevant).

    Licensee acknowledges and agrees that it is responsible for obtaining, loading, delivering and using any Licensee Portfolio Data in the Services and/or in connection with the Professional Services (as relevant).  Licensee represents and warrants that it has all appropriate rights, permissions and authority necessary to obtain, load, deliver and use all Licensee Portfolio Data in connection with the Services and/or the Professional Services (as relevant), including any delivery through a third party such as a custodian, and will comply with all applicable laws and regulations relating thereto.

18. Third Party Data:

    The Licensee acknowledges and understands that MSCI may not directly provide the Licensee with certain data comprised within the Services set forth on the Order Form (“Third Party Distributor Data”). Instead, the Licensee must license and obtain such Third Party Distributor Data directly from the third party distributor (the "Third Party Distributor"). It is Licensee’s sole responsibility to arrange for access to or delivery of the Third Party Distributor Data or the relevant portion thereof from the Third Party Distributor.

    The Licensee hereby acknowledges that its use of the Third Party Distributor Data shall be governed solely by the Order Form and the governing License Agreement notwithstanding anything to the contrary in any agreement that Licensee may enter into with the Third Party Distributor. To the extent any terms or conditions regarding the Third Party Distributor Data contained in Licensee’s agreement with the Third party Distributor conflict with any terms or conditions of the Order Form or the License Agreement, the terms or conditions of the Order Form and the License Agreement shall prevail.

    In addition, the Licensee acknowledges and understands that the accessibility, quality, availability, timeliness, consistency and completeness of the Third Party Distributor Data and any new updates, revisions, and other changes to such data when available, are subject to i) Third Party Distributor's timely and accurate delivery of the Third Party Distributor Data to Licensee and ii) the installation (or Licensee’s successful access) of any applicable software, platform, application service, or application provided by such Third Party Distributor on Licensee’s system, and iii) other factors outside of MSCI’s control.

    MSCI shall not be responsible for providing any support for any applications or other systems provided by Third Party Distributor that are used by Licensee to access the Third Party Distributor Data.

19. Barra Portfolio Manager Services:

    The following terms shall apply for Aegis clients using Barra Portfolio Manager:

    MSCI hereby grants Licensee a non-exclusive, limited and revocable right to remotely access and use the Services via the ASP Services at the Location(s), only by the Named Users identified on the applicable Order Form and only pursuant to the terms of this Agreement and the terms of the applicable Order Form. Subject to the restrictions on the number and type of Users and the number of Locations set forth in the applicable Order Form(s), the Client may change a Location to another location within the European Union provided the Client obtains Barra’s prior written consent. Barra shall not be required to assist in any installation at a new location unless otherwise expressly agreed.

    Licensee shall not use network monitoring or discovery software to determine the website architecture, or extract information about usage or Users or preclude or hamper the right of MSCI to view files that log the number of users accessing the Services or Licensee’s usage of the Services.

    In addition to any rights MSCI has in the Agreement to change or modify the Services, MSCI may also, in its sole discretion, change its Service Providers and amend or otherwise change the content and format of the Software and ASP Services or amend its privacy and security policies or the Platform upon which any Software is offered.

     

    System and Equipment Configuration.

    Licensee shall be solely responsible for the procurement, installation, operation, maintenance, testing and all expenses and costs of the necessary hardware, software and services (including, but not limited to, telecommunications lines, Internet access, equipment, browser software and the maintenance of proper browser software settings) (collectively, the “Client Systems”) necessary to connect to the ASP Services and use the Services. MSCI shall incur no liability for Licensee’s inability whatsoever to use the Services and/or losses suffered by Licensee attributable to Licensee Systems (including but not limited to, loss of data and loss of use).

    MSCI shall not be responsible for Licensee’s failure to maintain the published minimum system configurations required for access and use of the ASP Services and Services.

    Licensee expressly acknowledges that MSCI utilizes Service Providers for certain essential aspects of the ASP Services. As such, the Services shall be unavailable during any scheduled or unscheduled downtime established by or caused by Service Providers.

    MSCI shall provide Licensee with the initial Authorization Information to access and use the Services. Licensee shall maintain the confidentiality of the Authorization Information and shall not allow Users to share the Authorization Information with any person who is not a User. Licensee is solely responsible for all activities that occur from use of the Authorization Information provided to it (including activity or usage resulting from use of Authorization Information by third parties other than Client, such as fraudulent use).

    MSCI’s “Confidential Information” shall also include the Authorization Information and MSCI’s methods in providing the ASP Services.

    Licensee acknowledges that the Internet and other networks (including private networks in the control of Service Providers) are potentially unreliable and unsecure dissemination mechanisms, and therefore MSCI is unable to guarantee the uptime, availability, performance, security, privacy and timeliness of access of any Service, the ASP Services or other content via the ASP Services. MSCI is not responsible for complying with the privacy policies or the terms of use of any third party website(s) which may be linked to by the Services. Licensee shall be solely responsible for reviewing and complying with such terms.

20. Brokerage and Trading related Services:

    The following terms shall apply where the Services are licensed to the Licensee by MSCI for the purposes of brokerage and trading.

    Permitted Use: the Services may be used only: (a) at the Location(s), and (b) on a microcomputer, internal network or other multiple-user environment of the Licensee that is compatible with the Services and acceptable to MSCI, and (c) by a number of Users that does not exceed the Authorized Number of Users designated for the applicable Services in the relevant Order Form. “User” means an individual who is authorized by the Licensee to use the Services, regardless of whether the individual is actively using the Services at any given time. The individuals designated as User(s) by the Licensee may be changed pursuant to changes in personnel or responsibilities as long as the Authorized Number of Users is not exceeded. The Services are provided only for use by the Licensee with respect to the Licensee’s own brokerage or trading accounts and the accounts of the Licensee’s brokerage or trading customers that are situated in the same jurisdiction as the Location(s). In no event shall Licensee use the Services in a manner that would substitute for a license or purchase of any portion of the Services by an affiliate, subsidiary or other unit of the Client located at a location other than the Location(s). The Licensee will not grant any other entity access to the Services and will not, without MSCI’s prior written consent, publish or distribute in any form to other entities the results of any research using the Services or any information or material derived from using the Services. The Licensee may not use the Services to provide consulting services to third parties whose funds are not managed by the Licensee, without MSCI’s prior and express written consent.