Data contributor terms

Effective as of July 27, 2023

The terms below (as may be updated by MSCI (defined below) from time to time) and any linked document incorporating the terms below (collectively, “Data Contributor Terms”) apply where Contributor or its representative is providing MSCI Inc. and its affiliates (collectively, “MSCI”) with data and other information including but not limited to data or information relating to assets and/or funds and/or other data, such as but not limited to details of the assets, holdings, relevant properties, tenancies, transactions and other investments of Contributor or managed, administered, supervised or advised (directly or indirectly) by Contributor (collectively “Contributor Data”).

1. Contributor shall supply MSCI with all 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. Where Contributor supplies Contributor Data via any MSCI application, only the specified number of individual Contributor employees or individual Contributor agents or representatives, each authorised by MSCI (“Application User(s)”) may access that application. Sharing of any Application User licenses is not permitted.
3. Contributor consents to and grants MSCI a worldwide, perpetual, royalty free, non-exclusive, non-revocable license to (i) use, process, and/or create derived works from and/or including the Contributor Data; and (ii) incorporate and/or make available the Contributor Data (and any derived works thereof) in any MSCI product or service of any kind.
4. To the extent Contributor may receive Provisional Results from MSCI, (i) such Provisional Results shall only be used by Contributor internally and for the purposes of checking any Contributor Data; and (ii) Contributor may not (a) redistribute any portion or all of the Provisional Results, (b) create any derivative works from or based on the Provisional Results, and/or (c) create or issue any financial products linked to or based on the Provisional Results. “Provisional Results” means any data, report or results which are a review, enhancement, correction, confirmation, aggregation or similar, provided by MSCI, based upon or in connection with the Contributor Data and any downloads Contributor makes from any application used to provide the Contributor Data. Provision of any Provisional Results is at the sole discretion of MSCI.
5. Contributor shall retain ownership of the intellectual property rights (if any) in the Contributor Data. Subject to any underlying rights the Contributor 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 Provisional Results) and a license from MSCI will be required in respect of any use thereof.
6. Contributor represents and warrants that as of the date Contributor provides the Contributor Data:

    

   1. All Contributor Data is true, accurate and complete, to the best of the Contributor’s knowledge;
   2. Contributor has all rights necessary to provide MSCI such Contributor Data and to allow MSCI to use the Contributor Data as contemplated by these Data Contributor Terms and that the Contributor Data does not infringe or violate any third party’s rights (including intellectual property rights);
   3. All Contributor Data will be provided in accordance with any applicable rules, principles, regulations or laws, and with respect to any Contributor Data related to real estate, MSCI’s then-current Data Contributor Code of Conduct; and
   4. Contributor shall not provide any personal data (as defined by any relevant legislation and data privacy laws) to MSCI as part of the Contributor Data.

    



7. Contributor shall hold in strict confidence all MSCI confidential information including but not limited to data collection templates, business information, application information (including username, password, API details, or other information or credentials needed to access or use an MSCI application) and any Provisional Results (“Confidential Information”) disclosed to it hereunder. Contributor, alone or by acting in concert with others, shall not access, disclose or otherwise make available any aspect of the Confidential Information except as permitted by MSCI. Contributor shall protect the Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care.
8. Where any Contributor Data is provided by any agents or representative of the Contributor, Contributor shall procure that such agents or its representative shall also comply with all obligations set forth in Section D above and any act or omission by any such agents or representative of Contributor of these Data Contributor Terms is deemed to be an act or omission of the Contributor.
9. NEITHER MSCI NOR ANY OF ITS THIRD PARTY SERVICE PROVIDERS SHALL BE LIABLE FOR ANY LOST PROFITS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE CONTRIBUTOR DATA OR PROVISIONAL RESULTS, INCLUDING IF MSCI OR SUCH THIRD PARTY PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. ALL PROVISIONAL RESULTS ARE PROVIDED ON AN "AS IS" BASIS, WITH NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
11. The information within the Provisional Results does not constitute legal or investment advice or any binding interpretation, and any approach to comply with legal, regulatory or policy initiatives should be discussed with Contributor’s own legal counsel and/or the relevant competent authority, as needed.
12. These Data Contributor Terms constitute the entire agreement and understanding between Contributor and MSCI relating to the provision of Contributor Data to MSCI and supersede any prior agreements and understandings, oral or written, relating to the provision of Contributor Data to MSCI. No failure or delay in enforcement of rights hereunder will be deemed a waiver of such rights, nor will any waiver be deemed effective unless expressly made in a writing. Any provision of these Data Contributor Terms which, by its nature, would survive termination of these Terms shall survive any such termination of these Terms. These Data Contributor Terms and all disputes arising out of or related to these Terms shall be governed exclusively by the laws of the State of New York, without giving effect to the application of conflicts of laws principles. Each of the parties hereby irrevocably consents to the exclusive jurisdiction of any federal or state court in New York County in the State of New York for purposes of all legal proceedings arising out of or relating to these Terms, and consents to personal jurisdiction in such courts. THE PARTIES AGREE NOT TO SEEK AND TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS.