Services Supplements

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Effective as of February 10, 2023

The terms below (as may be updated from time to time, “Services Supplement”) apply to MSCI index services (“Services”); and when referenced in any applicable email or order form (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 Service Supplement shall prevail with respect to the Services described herein. Capitalized terms used in this Services Supplement shall have the same meanings given to them in the applicable Agreement.

1. General:
   1. 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 Services” and Licensee shall delete and purge, on a monthly basis, all Terminated Services from all Licensee systems or otherwise in Licensee’s possession or control. For the avoidance of doubt, each month, the oldest month’s worth of Rolling History shall be deemed to be a Terminated Services. 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.
   2. ACE File:
      Where applicable, MSCI will deliver directly to Licensee the corresponding Advanced Corporate Events (ACE) file, which will be deemed part of the Services. The ACE file is designed to communicate essential information relating to MSCI Index constituents and future changes in the MSCI Equity Indexes in advance of implementation. The ACE file also includes security level changes resulting from corporate events (regardless of size or index impact) and quarterly index reviews by MSCI. The types of changes communicated in the ACE file include, without limitation, corporate events (acquisitions, mergers, spin offs, etc.), corporate actions (splits, stock dividends, rights issues, etc.), FIF/DIF/LIF/FOL changes, MSCI’s quarterly index review (QIR), MSCI’s semi annual index review (SAIR) and changes to Global Industry Classification Standards (GICS).
2. Terms and conditions applicable to Vendors and Custodians:
   1. Licensee may receive the Services from any custodian so long as such custodian (i) has a then current valid license in place with MSCI and (ii) remains Licensee’s custodian. If either of the two preceding conditions ceases to be true at any time, then delivery through the applicable custodian shall immediately and automatically terminate. Licensee shall inform MSCI in writing once Licensee becomes aware of either condition above ceasing to be true.
   2. If Licensee is entitled in an Order Form to receive Services from any vendor then currently licensed by MSCI, such vendor may impose additional fees upon Licensee. Services may not be available for distribution by all then current MSCI vendors. Licensee will not automatically be permissioned with respect to any vendors and Licensee will be required to notify MSCI to receive Services from any particular vendor. If Licensee receives the Services from more than one vendor, any discounts applicable to MSCI fees for more than one vendor shall automatically terminate if Licensee terminates receipt from the primary vendor.
   3. Licensee acknowledges that its use of the Services shall be governed solely by the Agreement, notwithstanding anything to the contrary in any agreement that Licensee may enter into with any third party vendor or custodian. To the extent any terms or conditions regarding the Services contained in Licensee’s agreement with a third party vendor or custodian conflict with any terms or conditions of the Agreement, this Services Supplement or any applicable Order Form, the terms or conditions of the Agreement, this Services Supplement and any applicable Order Form shall control. It is Licensee’s sole responsibility to arrange for access to or delivery of the Services or the relevant portion thereof from any third party vendor or custodian.
   4. If any vendor or custodian (as well as any data supplier to MSCI) requires MSCI to pay any amount in connection with the Services, then the fees specified in the applicable Order Form may be adjusted to include such amount.
   5. Note for Bloomberg delivered Services: For any daily Services delivered by Bloomberg, the weights may be calculated by Bloomberg using Bloomberg calculated prices and exchange rates. In order to obtain real time prices for the constituents of the MSCI indexes contained in the Services, Licensee must enter into an appropriate agreement directly with the relevant exchanges.
3. Limited External Distribution:
   1. If the business units specified in any applicable Order Form do not include any custodian, asset manager, broker/dealer or other sell side business units, then Licensee may disclose data contained in the Services identified in such Order Form and information about such data to Licensee’s clients (other than Licensee’s clients who are custodians, asset managers or broker/dealers) solely to the extent legally required, as reasonably determined by Licensee’s legal counsel.
   2. If the business units specified in any applicable Order Form do not include any custodian, broker/dealer or other sell side business units, then Licensee may provide, directly and individually, a report to Licensee’s clients (other than Licensee’s clients who are custodians, asset managers or broker/dealers) which contains (i) information prepared using the Services identified in such Order Form (e.g., by application of formulas or algorithms), but which does not provide a mechanism for computing or reproducing any MSCI product or data or (ii) a non material portion of the Services identified in such Order Form corresponding to Licensee’s client’s portfolio. In this regard, excerpts of the Services identified in such Order Form comprising 50% or more of the data of any grouping of any identifiable MSCI data item will automatically be regarded as material and may not be disclosed collectively or in a series. Notwithstanding anything to the contrary, the determination of what constitutes “non material” will be determined by MSCI in its sole discretion.
   3. In connection with the disclosure of any data contained in the Services permitted under this section, Licensee must provide the following notice (or such similar language as may be approved in advance in writing by MSCI) in close proximity to the disclosed data:
      Source: MSCI. Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent.
   4. Upon MSCI’s request, Licensee shall provide MSCI with a copy of, or access to, any report, product or service created pursuant to this section to determine compliance with this section. Licensee will inform its clients who receive any data pursuant to this section that (i) no further distribution or dissemination is permitted and (ii) the obligations and restrictions contained in the Agreement or the applicable Order Form will apply to such data. Licensee will take such action as is reasonably requested by MSCI to ensure that Licensee’s clients abide by such obligations and restrictions. Notwithstanding anything to the contrary, Licensee is not permitted to, and shall not, disclose, distribute or disseminate any of the underlying raw data of MSCI’s third party information providers that may be included as part of the Services identified in any Order Form.
4. MSCI FaCS and MSCI FaCS Premium:
   1. 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 Agreement shall not apply to the MSCI FaCS or MSCI FaCS Premium product. Redistribution rights for MSCI FaCS and MSCI FaCS Premium must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. 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.
   3. 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.
5. MSCI Thematic Relevance Score Data:
   1. Notwithstanding anything to the contrary, MSCI Thematic Relevance Score Data is for Licensee’s internal use only. Any redistribution rights set forth in the Agreement shall not apply to any MSCI Thematic Relevance Score Data modules. Redistribution rights for MSCI Thematic Relevance Score Data must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. Licensee shall not publish, disseminate or distribute any data or information from or about MSCI Thematic Relevance Score Data or any portion thereof in any manner that competes with any distribution by MSCI or its affiliates and authorized licensees of (i) MSCI Thematic Relevance Score Data in any form or format or (ii) any derivative works based on MSCI Thematic Relevance Score Data.
   3. Notwithstanding anything to the contrary, Licensee shall not alter, modify or adapt any component of MSCI Thematic Relevance Score Data, including but not limited to translating, altering, modifying or creating derivative works from MSCI Thematic Relevance Score Data or any component thereof as provided by MSCI. Without limiting the generality of the preceding sentence, Licensee shall not use MSCI Thematic Relevance Score Data to create, verify or correct any thematic relevance score for any security, fund, financial product or index.
6. MSCI Economic Exposure Data:
   1. Notwithstanding anything to the contrary, MSCI Economic Exposure Data is for Licensee’s internal use only. Any redistribution rights set forth in the Agreement shall not apply to any MSCI Economic Exposure Data modules. Redistribution rights for MSCI Economic Exposure Data must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. Licensee shall not publish, disseminate or distribute any data or information from or about MSCI Economic Exposure Data or any portion thereof in any manner that competes with any distribution by MSCI or its affiliates and authorized licensees of (i) MSCI Economic Exposure Data in any form or format or (ii) any derivative works based on MSCI Economic Exposure Data.
   3. Notwithstanding anything to the contrary, Licensee shall not alter, modify or adapt any component of MSCI Economic Exposure Data, including but not limited to translating, altering, modifying or creating derivative works from MSCI Economic Exposure Data or any component thereof as provided by MSCI. Without limiting the generality of the preceding sentence, Licensee shall not use MSCI Economic Exposure Data to create, verify or correct any thematic relevance score for any security, fund, financial product or index.
7. MSCI IndexMetrics:
   1. If Licensee subscribes to MSCI IndexMetrics, then Licensee shall receive (i) one (1) MSCI IndexMetrics report per calendar quarter via email covering all of the MSCI Indexes specified in any applicable Order Form and (ii) one (1) MSCI IndexMetrics factsheet per calendar month via email covering all of the MSCI Indexes specified in any applicable Order Form.
   2. Notwithstanding anything to the contrary, if Licensee’s subscription for any individual MSCI Index specified in any applicable Order Form (including historical data of any such MSCI Index) terminates at any time, then Licensee shall thereafter cease to receive any MSCI IndexMetrics reports or MSCI IndexMetrics factsheet for such MSCI Index.
   3. Notwithstanding anything to the contrary, MSCI IndexMetrics reports and MSCI IndexMetrics factsheets are for Licensee’s internal use only. MSCI IndexMetrics reports and MSCI IndexMetrics factsheets may be used solely at the location(s) specified in any applicable Order Form and in the operations of the business unit(s) specified in such Order Form. None of the MSCI IndexMetrics reports or MSCI IndexMetrics factsheets (including any data contained therein) may be distributed, or made available, to any third party without MSCI’s prior written consent. Any redistribution rights set forth in the Agreement shall not apply to any MSCI IndexMetrics reports or MSCI IndexMetrics factsheets. Redistribution rights for MSCI IndexMetrics reports and MSCI IndexMetrics factsheets must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
8. MSCI Fixed Income Indexes:
   1. a) The following additional provisions apply to MSCI Fixed Income Indexes, including any data that is not current, real time traded prices and any other aspects of MSCI Fixed Income Indexes relating to indicative prices, evaluated pricing or other information based on estimates or evaluations (all of the foregoing, collectively, the “Evaluations”):
      1. Securities having Evaluations are typically complicated financial instruments. There are many methodologies (including computer based analytical modeling and individual security evaluations) available to generate Evaluations, and there is significant professional disagreement about which methodology (if any) is best or appropriate. No evaluation method, including those used by MSCI and its third party data suppliers (collectively, the “Evaluation Parties”), may consistently generate evaluations or estimates that correspond to actual traded prices of any relevant securities. Evaluations are subject to change at any time without notice and without any duty to update or inform Licensee.
      2. Evaluations may not reflect prices at which actual transactions may occur or have occurred or collateral calls may be made. The market price of securities and financial instruments can be determined only if and when executed in the market. There may be no, or may not have been any, secondary trading market for the relevant securities or financial instruments. Evaluations may incorporate information from the markets to which a source has access and, consequently, may not represent an estimate of the market price of the relevant security or financial instrument in other markets.
      3. The methodologies used by the Evaluation Parties to provide the Evaluations may rely on approximations, estimates, models and other data and assumptions. Further, there may be errors or defects in the software, databases, calculations, methodologies, models, assumptions and other techniques and processes used by the Evaluation Parties. Accordingly, Licensee acknowledges that Evaluations may contain or be based on inaccuracies and may be inappropriate for use in certain contexts or applications.
      4. Regardless of any efforts made by the Evaluation Parties, Licensee assumes all responsibility for the appropriateness of Licensee’s use of the Evaluations and any other data contained in MSCI Fixed Income Indexes. Evaluations are provided at Licensee’s request for Licensee’s informational purposes only and are not intended as a pricing service or recommendation or as an offer or solicitation for the purchase or sale of any security. Licensee should consult with its own auditors and other experts and advisors before deciding how to use the Evaluations. The Evaluation Parties are not acting as Licensee’s advisor, agent or fiduciary in providing any Evaluations.
   2. To the extent that MSCI Fixed Income Indexes contain any credit ratings data, the following provisions shall apply to such credit ratings data:
      1. Copyright [CURRENT YEAR], S&P Global Market Intelligence. Reproduction of any information, data or material, including ratings (“Content”) in any form is prohibited except with the prior written permission of the relevant party. Such party, its affiliates and suppliers (“Content Providers”) do not guarantee the accuracy, adequacy, completeness, timeliness or availability of any Content and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such Content. In no event shall Content Providers be liable for any damages, costs, expenses, legal fees, or losses (including lost income or lost profit and opportunity costs) in connection with any such use of the Content. A reference to a particular investment or security, a rating or any observation concerning an investment that is part of the Content is not a recommendation to buy, sell or hold such investment or security, does not address the suitability of an investment or security and should not be relied on as investment advice. Credit ratings are statements of opinions and are not statements of fact.
      2. Copyright [CURRENT YEAR], Moody’s Analytics, Inc. and its licensors (“Moody’s”). Moody’s ratings and other information (“Moody’s Information”) are proprietary to Moody’s and/or its licensors and are protected by copyright and other intellectual property laws. Moody’s Information is licensed to MSCI by Moody’s. MOODY’S INFORMATION MAY NOT BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT. Moody’s® is a registered trademark.
9. MSCI Fair Value Indexes:
   1. The MSCI Fair Value Index Module includes daily index level history and is licensed as one product. Notwithstanding anything to the contrary, upon the termination of any applicable Order Form, Licensee shall delete all copies and portions of the MSCI Fair Value Index Module (including historical data) forming part of the Services and, upon MSCI’s request, Licensee shall certify in writing to MSCI that Licensee has complied with the foregoing requirement.
   2. Notwithstanding anything to the contrary, Licensee shall not (i) use or access any MSCI Fair Value Indexes (including any custom indexes based in whole or in part on any MSCI Fair Value Indexes) in the United Kingdom or the European Union or (ii) distribute any MSCI Fair Value Indexes (including any custom indexes based in whole or in part on any MSCI Fair Value Indexes) to the United Kingdom or the European Union for Licensee’s benefit or for the benefit of any party in the United Kingdom or the European Union.
10. MSCI Thematic and Strategic Indexes:
    1. If any MSCI Thematic or Strategic Index contains constituent level data, Licensee must also subscribe to the corresponding MSCI Core Module. If any MSCI Thematic or Strategic Index contains only index level data, Licensee must also subscribe to an MSCI Index Level Module. If Licensee’s right to receive the corresponding MSCI Core Module or relevant Index Level Module (as applicable) is terminated at any time, then the applicable Order Form (or the relevant portion thereof) shall automatically and simultaneously terminate without need for any further action by either party to effectuate such termination.
    2. Licensee acknowledges that neither the MSCI Thematic and Strategic Indexes nor any data contained therein constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and none of MSCI, MSCI Group or any other third party involved in or related to compiling, computing or creating any MSCI index, data or services (collectively, the “MSCI Parties”) endorses, approves or otherwise expresses any opinion regarding any issuer, securities, financial products or instruments or trading strategies linked to or based on any MSCI Thematic or Strategic Index.
    3. Licensee is solely responsible for compliance with any laws, rules and regulations applicable to Licensee or its products or services.
    4. Licensee acknowledges that MSCI Thematic or Strategic Indexes do not, and are not intended to, constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.
    5. Historical data and analysis in, from or about MSCI Thematic or Strategic Indexes should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.
11. MSCI Custom Indexes:
    1. If Licensee uses any online portal, web site or other electronic interface made available by MSCI (the “Platform”) to configure and subscribe to any custom index, then Licensee shall receive an Order Form documenting Licensee’s subscription to such custom index. Only approved configurations of custom indexes are available via the Platform. Licensee acknowledges and agrees that, to successfully configure and subscribe to any custom index using the Platform, Licensee must provide MSCI with complete and accurate responses to all information required by the Platform.
    2. If any custom index contains constituent level data, Licensee must also subscribe to the corresponding MSCI standard Core Module. If any custom index contains only index level data, Licensee must also subscribe to the corresponding MSCI standard Index Level Module. If Licensee’s right to receive the corresponding MSCI Core Module or Index Level Module (as applicable) is terminated at any time, then each applicable Order Form (or the relevant portion thereof) shall automatically and simultaneously terminate with respect to the applicable custom index without notice or any further action by either party to effectuate such termination.
    3. For the avoidance of doubt and without derogating from the generality similar provisions in the Data License Agreement, unless MSCI and Licensee have signed a separate agreement authorizing Licensee to do so, Licensee shall not use or permit anyone else to use any custom index or any portion thereof in connection with the issuing, writing, creating, managing, selling, advising, redeeming, marketing, sponsoring or promoting of any securities or financial instruments or products, including, without limitation, passive segregated mandates, passive funds, structured products, synthetic or derivative securities (e.g., options, warrants, swaps, guaranteed products, and futures), whether listed on an exchange or traded over the counter or on a private placement basis or otherwise or in connection with the creation, marketing or promotion of any indexes (custom or otherwise). As used herein, “passive funds” are portfolios or baskets of securities or derivatives thereof intended to track the performance of any index, group of indexes or any derivatives thereof (including without limitation enhanced passive funds and optimized passive funds) and sold as either a mutual fund or an exchange traded fund, or any other means now known or that becomes known in the future.
    4. 1. If any custom index is constructed using any specifications, designs, inclusion/exclusion lists or criteria, alternative weightings or other screens, instructions, rules, requirements or methodologies provided or indicated by or on behalf of Licensee (“Licensee Specifications”), then MSCI may, but is not obligated to, use such Licensee Specifications; and Licensee represents and warrants that it has all rights, titles, licenses, permissions and approvals necessary to provide the Licensee Specifications to MSCI and for any use of License Specifications by MSCI; and that none of the Licensee Specifications, or the use thereof, infringes, violates, trespasses or in any manner contravenes or breaches any patent, copyright, trademark, license or other property or proprietary right or constitutes the unauthorized use or misappropriation of any trade secret of any third party.
       2. Licensee shall:
          • submit any Licensee Specifications required or needed to calculate any custom index to custom_indices@msci.com only (or as otherwise specified by MSCI from time to time), and only in accordance with the provisions and deadlines set forth in the methodology of the applicable custom index and in any MSCI custom index submission policies (it being understood and agreed that, if Licensee fails to so submit the Licensee Specifications to MSCI, then MSCI may not be able to, and will not be required to, apply the data or information, including in connection with any index rebalancing);
          • have appropriate internal policies, controls, procedures and standards in place (including, without limitation, to address and manage any conflicts of interest) with respect to the submission of Licensee Specifications data and information to MSCI; and
          • ensure that Licensee Specifications data and information is only submitted by Licensee’s authorized personnel and Licensee will send the names of such personnel to custom_indices@msci.com (or as otherwise specified by MSCI from time to time).
    5. If the Agreement expressly permits Licensee to disclose any custom index or the data contained therein or any portion thereof to any third party, such disclosure shall be accompanied by the following disclaimer which shall be prominently displayed in close proximity to the reproduced data:
       Source: MSCI. The MSCI data is comprised of a custom index calculated by MSCI for, and as requested by, [LICENSEE]. The MSCI data is for internal use only and may not be redistributed or used in connection with creating or offering any securities, financial products or indexes. Neither MSCI nor any other third party involved in or related to compiling, computing or creating the MSCI data (the “MSCI Parties”) makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and the MSCI Parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to such data. Without limiting any of the foregoing, in no event shall any of the MSCI Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
    6. Licensee shall refer to each custom index only by the name set forth in each applicable Order Form. Licensee shall make clear that each custom index is a custom index and no use of or reference to any custom index by Licensee shall imply that such custom index is a standard MSCI index. Further, Licensee agrees not to make any statement or take any action that expresses or implies that MSCI approves of, endorses or otherwise expresses any judgment or opinion regarding Licensee or its products or services.
    7. Licensee hereby acknowledges and agrees that MSCI may, and MSCI reserves the right in its sole discretion to, make changes in the titles, names, format, organization or content of the underlying MSCI parent index, including without limitation amending, enhancing or replacing index methodologies or index naming conventions governing the underlying MSCI parent index as well as any applicable security level attributes related to such underlying MSCI parent index.
12. MSCI Global Islamic Indexes:
    1. MSCI Global Islamic Indexes (including any custom indexes based in whole or in part on any MSCI Global Islamic Indexes) are based on the MSCI Islamic Index Methodology. An independent committee of Sharia scholars has concluded that the MSCI Islamic Index Methodology is in compliance with generally accepted Sharia guidelines. MSCI has no opinion and makes no representations or warranties with respect to any particular interpretation of Sharia investment principles or Sharia law. For a more detailed explanation on how the MSCI Global Islamic Indexes are constructed and managed, see the MSCI Islamic Index Methodology.
13. Bloomberg MSCI ESG Fixed Income Indexes:
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LICENSEE’S LIABILITY FOR MISUSE AND/OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY AND/OR PROPRIETARY INFORMATION OF MSCI, MSCI GROUP OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO COMPILING, COMPUTING OR CREATING ANY MSCI INDEX, DATA OR SERVICES (COLLECTIVELY, THE “MSCI Bloomberg Parties”) SHALL NOT BE LIMITED WITH RESPECT TO ANY BLOOMBERG MSCI ESG FIXED INCOME INDEXES (THE “Bloomberg MSCI Services”).
    2. Licensee acknowledges and agrees that Bloomberg MSCI Services and all intellectual property rights in respect thereof are the property of MSCI, its affiliates and its data providers (as applicable), and that the use of the Bloomberg MSCI Services shall not be construed to vest in Licensee any rights with respect to the Bloomberg MSCI Services except as expressly authorized herein.
    3. If and to the extent that the Bloomberg MSCI Services provided to Licensee contain any Bond Constituent Level Data (as defined below), Licensee shall only store and use such Bond Constituent Level Data on (i) an Internally Developed Platform (as defined below) or (ii) an authorized third party platform set forth in the Agreement or any applicable Order Form and subject to any restrictions in the Agreement or any applicable Order Form. Upon termination of the Agreement or any applicable Order Form, Licensee must return or procure the return of all copies of the Bloomberg MSCI Services (the “Bloomberg MSCI Terminated Service”) in any form, except to the extent such Bloomberg MSCI Terminated Service is required to comply with applicable legal and regulatory requirements, or Licensee reasonably determines that it would be unduly onerous to return or destroy copies of the Bloomberg MSCI Terminated Service which are commingled with other data in Licensee’s data backup files, and in such case, Licensee may retain such copies of the Bloomberg MSCI Terminated Service but Licensee may not use such copies of the Bloomberg MSCI Terminated Service. Nothing contained in this Section shall prevent Licensee from using data backup files containing the Bloomberg MSCI Terminated Service to restore lost data of Licensee provided that if copies of any Bloomberg MSCI Terminated Service are created as a result of such use of the data backup files, such copies of any Bloomberg MSCI Terminated Service shall be destroyed or returned to MSCI. “Bond Constituent Level Data” means the price, security identifier, market value, sector classification code, FX rate, position and total return for each constituent security or financial product in the Bloomberg MSCI Services. “Internally Developed Platform” means Licensee’s internally developed software applications used primarily to store, retrieve and manage data and/or perform analysis activities to compare Licensee’s portfolios to the Bloomberg MSCI Services in order to measure risk or to perform model development; and such internally developed software applications may contain reporting functions that provide information on both the constituent and aggregated levels, which reports may be exported into commercially available spreadsheets and other software programs.
    4. If and to the extent that the Bloomberg MSCI Services provided to Licensee contain any ESG data, Licensee shall only use such ESG data internally in connection with the applicable Bloomberg MSCI Services.
    5. To the extent that Licensee at any time receives any Bloomberg MSCI Services containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by the MSCI Bloomberg Parties, may consistently generate approximations that correspond to actual “traded” prices of the instruments; (ii) the methodologies of the MSCI Bloomberg Parties used to provide the pricing portion of certain data contained in the Bloomberg MSCI Services may rely on evaluations; however, Licensee acknowledges that there may be errors or defects in software, databases, or methodologies of the MSCI Bloomberg Parties that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) Licensee assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided via the Bloomberg MSCI Services in Licensee’s applications, regardless of any efforts made by the MSCI Bloomberg Parties in this respect.
    6. Actionable prices can be obtained only on a real time, expressly agreed upon basis. Any indicative valuations within the Bloomberg MSCI Services are provided for information only, and the MSCI Bloomberg Parties make no representations or warranties with respect to any indicative valuations. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by the MSCI Bloomberg Parties to make such an offer. An indicative valuation may differ substantially from an actionable value. Such estimates do not necessarily reflect internal bookkeeping or theoretical model based valuations of the MSCI Bloomberg Parties. Certain factors which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations in materials within the Bloomberg MSCI Services may vary significantly from indicative valuations available from other sources. Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight, no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
    7. Under no circumstances should any of the Bloomberg MSCI Services be used or considered as an offer to sell or a solicitation of any offer to buy securities or any other instruments by Bloomberg Index Services Limited (“Bloomberg”), MSCI or any issuer. Offers can only be made where lawful under applicable law. One or more directors, officers and/or employees of Bloomberg or MSCI may be a director of the issuer of the securities mentioned in the Bloomberg MSCI Services.
    8. Notwithstanding anything to the contrary, Licensee shall not use or permit use of the Bloomberg MSCI Services (i) to construct or facilitate the construction of products which compete with the Bloomberg MSCI Services or (ii) for back office accounting functions customary in the securities industry, including, trust accounting, fund accounting, brokerage activities, trading and settlement management and reporting, order execution, inventory control, and general management of financial and operations functions.
    9. To the extent that the Agreement authorizes Licensee to disclose a non material amount of any data contained in the Bloomberg MSCI Services, then, in connection with any such authorized disclosure, Licensee must provide the following notice (in place of any other notice specified in the Agreement) in close proximity to the reproduced data:
       -- Notice for standard indexes in the Bloomberg MSCI Services:
       Source: Bloomberg MSCI ESG Fixed Income Indices, Copyright 202__: Bloomberg Index Services Limited (“Bloomberg”) and MSCI ESG Research LLC (“MSCI”). Neither Bloomberg MSCI nor any other party involved in or related to compiling, computing or creating the data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall Bloomberg, MSCI, any of their affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the data is permitted.
       
       -- Notice for custom indexes in the Bloomberg MSCI Services:
       Source: Bloomberg MSCI ESG Fixed Income Indexes, Copyright 202__: Bloomberg Index Services Limited (“Bloomberg”) and MSCI ESG Research LLC (“MSCI”). The data is comprised of a custom index calculated by Bloomberg and/or MSCI for, and as requested by, [LICENSEE]. The data is for internal use only and may not be redistributed or used in connection with creating or offering any securities, financial products or indices. None of Bloomberg, MSCI, any of their affiliates nor any other third party involved in or related to compiling, computing or creating the data (the “Licensor Parties”) makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and the Licensor Parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to such data. Without limiting any of the foregoing, in no event shall any of the Licensor Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
    10. Bloomberg and MSCI may collect data generated as a result of use of the Bloomberg MSCI Services by Licensee and provided and/or made available to Bloomberg and MSCI as a result of the Agreement or any applicable Order Form and/or concerning Licensee’s usage of the Bloomberg MSCI Services, and Licensee acknowledges and hereby agrees that Bloomberg and MSCI may use such data, including Licensee’s contact and delivery information, for its own internal business purposes including so as to: (i) allow for delivery of the Bloomberg MSCI Services to Licensee and for reporting purposes between Bloomberg and MSCI; (ii) enable Bloomberg and MSCI to better tailor products to meet its customers’ particular requirements; (iii) improve the Bloomberg MSCI Services; and (iv) provided that such data has been anonymized, for any other purpose.
    11. For the avoidance of doubt, Bloomberg is the benchmark administrator for the Bloomberg MSCI Services (and MSCI is not the benchmark administrator for the Bloomberg MSCI Services) under any relevant benchmark regulation, the IOSCO Principles for Financial Benchmarks, and any other similar or related regulation, legislation, rules or principles, in any jurisdiction.
    12. Licensee shall refer to the Bloomberg MSCI Services only by the name set forth in the applicable Order Form. If the Bloomberg MSCI Services contains a custom index, Licensee shall make clear that the applicable Bloomberg MSCI Services is a custom index and no use of or reference to the Service by Licensee shall imply that the Service is a standard MSCI or Bloomberg index. Further, Licensee agrees not to make any statement or take any action that expresses or implies that MSCI or Bloomberg approves of, endorses or otherwise expresses any judgment or opinion regarding Licensee or its products or services.
    13. m) If any custom index in the Bloomberg MSCI Services is constructed using any specifications, designs, inclusion/exclusion lists or criteria, alternative weightings or other screens, instructions, rules, requirements or methodologies provided or indicated by or on behalf of Licensee (“Specifications”), Licensee represents and warrants that it has all rights, titles, licenses, permissions and approvals necessary to provide the Specifications to MSCI or Bloomberg for purposes of calculating such custom index in the Bloomberg MSCI Services and that none of the Specifications infringes, violates, trespasses or in any manner contravenes or breaches any patent, copyright, trademark, license or other property or proprietary right or constitutes the unauthorized use or misappropriation of any trade secret of any third party.
    14. The terms and provisions of the Agreement or any applicable Order Form are intended to be in addition to the rights otherwise available to the MSCI Bloomberg Parties by applicable law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, the MSCI Bloomberg Parties and their respective heirs and representatives, each of whom is an intended third party beneficiary of the Agreement or any applicable Order Form. No other third party has any directly enforceable rights under the terms of the Agreement or any applicable Order Form with respect to the Bloomberg MSCI Services.
14. MSCI Tadawul 30 Index:
    1. The MSCI Tadawul 30 Index is jointly owned by MSCI and the Saudi Stock Exchange (Tadawul). Accordingly, MSCI may inform the Tadawul of Licensee’s subscription on a confidential basis and MSCI may assign the Agreement and any related agreements solely with respect to the MSCI Tadawul 30 Index to the Tadawul in the event of any transfer of MSCI’s interest in the MSCI Tadawul 30 Index to the Tadawul.
    2. The license to the MSCI Tadawul 30 Index in any Order Form is contingent on Licensee maintaining its subscription to the MSCI EM Core Module and to the MSCI EM Small Cap Core Module. In the event that any subscription to the MSCI EM Core or the MSCI EM Small Cap Core Module is cancelled for any reason, the license to the MSCI Tadawul 30 Index in any Order Form will automatically terminate.
15. MSCI Index Monitor:
    1. Notwithstanding anything to the contrary, access to MSCI Index Monitor will be provided to Licensee via the password protected web pages on MSCI’s web site at http://www.msci.com or any other web site designated by MSCI. MSCI will provide Licensee with account login details (e.g., user IDs and passwords) (collectively “Index Monitor Authorization Information”) for Licensee Users who are authorized and licensed to access and use MSCI Index Monitor. Licensee’s authorized and licensed Licensee Users shall maintain the confidentiality of all Index Monitor Authorization Information at all times. Licensee is solely responsible for all activities that occur from use of the Index Monitor Authorization Information including activity or usage resulting from use of Index Monitor Authorization Information by third parties other than Licensee.
    2. Licensee shall identify in each applicable Order Form the initial authorized data administrators who are responsible for ensuring that all authorized data administrators and other Licensee Users who have access to the relevant Index Monitor Licensed Services are current and correct at all times. “Index Monitor Licensed Services” means the relevant Services licensed under any then current valid Order Form, Schedule A or other valid written agreement. Index Monitor Licensed Services (including Licensee Users) are not automatically permissioned in MSCI Index Monitor. Licensee’s data administrators must contact MSCI Client Services (via email to clientservice@msci.com) to obtain access to the relevant Index Monitor Licensed Services via MSCI Index Monitor. Index Monitor Licensed Services accessed through the MSCI Index Monitor (i) shall only be used as and to the extent permitted in the Agreement and (ii) shall not be downloaded, extracted or exported from MSCI Index Monitor as a data feed into other systems.
16. MSCI Global Index Lens:
    1. MSCI index data accessed through the MSCI Global Index Lens shall (i) only be used as and to the extent permitted in the Agreement and (ii) not be downloaded, extracted or exported from the MSCI Global Index Lens as a data feed into other systems.
    2. Notwithstanding anything to the contrary, access to the MSCI Global Index Lens will be provided to Licensee via the password protected web pages on MSCI’s web site at www.msci.com or any other web site designated by MSCI. MSCI will provide Licensee with account login details (e.g., user IDs and passwords) (collectively, “Global Index Lens Authorization Information”) for Licensee’s Licensee Users to access and use the MSCI Global Index Lens. Licensee’s Licensee Users shall maintain the confidentiality of all Global Index Lens Authorization Information at all times. Licensee is solely responsible for all activities that occur from use of the Global Index Lens Authorization Information including activity or usage resulting from use of Global Index Lens Authorization Information by third parties other than Licensee.
17. MSCI Enhanced Index:
    1. If Licensee is licensed to receive both MSCI Enhanced Index and the applicable MSCI Core Modules from a third party vendor (and not directly from MSCI), then the following terms apply:
       1. Licensee’s subscription to the MSCI Enhanced Index via a third party vendor includes historical data but that historical data does not need to be deleted and purged on a rolling basis and can be used during the term of the applicable Order Form (in accordance with the terms and conditions of the Agreement). Accordingly, any terms or conditions applicable to Rolling History in this Services Supplement shall not apply with respect thereto.
       2. Licensee’s subscription to the MSCI Enhanced Index via direct delivery from MSCI does not include any history/Rolling History. Accordingly, if Licensee at any time ceases to receive the MSCI Enhanced Index from a third party vendor and receives only the MSCI Enhanced Index via direct delivery from MSCI, then any terms or conditions applicable to Rolling History in this Services Supplement shall apply with respect thereto.
    2. If Licensee is licensed to receive only MSCI Enhanced Index (and no applicable MSCI Core Module) from a third party vendor (and not directly from MSCI), then the following terms apply: Licensee’s subscription to the MSCI Enhanced Index via a third party vendor includes historical data but that historical data does not need to be deleted and purged on a rolling basis and can be used during the term of the applicable Order Form in accordance with all terms and conditions of the Agreement.
    3. If Licensee is licensed to receive only MSCI Enhanced Index (and no applicable MSCI Core Module) directly from MSCI (and from a third party vendor), then the following terms apply: Licensee shall delete and purge (i) on an annual basis, all monthly data contained in MSCI Enhanced Index and (ii) on a monthly basis, all daily data contained in MSCI Enhanced Index.
    4. Access to the MSCI Enhanced Index via the MSCI Index API is subject to Licensee being licensed for delivery via the MSCI Index API in the applicable Order Form(s). Licensee’s subscription to the MSCI Enhanced Index via MSCI Index API includes historical data but that historical data does not need to be deleted and purged on a rolling basis and can be used during the term of the applicable Order Form (in accordance with the terms and conditions of the Agreement). Accordingly, any terms and conditions applicable to Rolling History in this Services Supplement shall not apply with respect thereto.
18. MSCI Index API:
    1. Licensee may use the MSCI Index API to access the Index API Licensed Services in accordance with the applicable Order Form and the applicable agreement(s) for such Index API Licensed Services. “Index API Licensed Services” means the relevant Services licensed under any then current valid Order Form, Schedule A or other valid written agreement. Index API Licensed Services are not automatically permissioned in the MSCI Index API. Licensee acknowledges and agrees that: (i) there are no service levels regarding the availability of any Index API Licensed Services via the MSCI Index API and (ii) all Licensed Services may not be available via the MSCI Index API. 
19. MSCI Global Digital Assets Indexes:
    1. Licensee acknowledges that neither the MSCI Global Digital Assets Indexes nor any data contained therein constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, other assets, financial product or other investment vehicle or any trading strategy, and none of MSCI, MSCI Group or any other third party involved in or related to compiling, computing or creating any MSCI index, data or services (collectively, the “MSCI Parties”) endorses, approves or otherwise expresses any opinion regarding any issuer, securities, other assets, financial products or instruments or trading strategies linked to or based on any MSCI Global Digital Assets Index.
    2. Licensee is solely responsible for compliance with any laws, rules and regulations applicable to Licensee or its products or services.
    3. Licensee acknowledges that MSCI Global Digital Assets Indexes do not, and are not intended to, constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.
    4. Historical data and analysis in, from or about MSCI Global Digital Assets Indexes should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.
    5. If any MSCI Global Digital Assets Index includes or uses a reference or component index, the relevant component index administrator and details of the reference or component index methodology or similar document with which that index may be updated will be set out in the applicable MSCI Global Digital Assets Index methodology (accessible on www.msci.com).
20. MSCI Index Insights:
    1. Notwithstanding anything to the contrary, Licensee’s authorized Users specified in the applicable Order Form for MSCI Index Insights may access and download (in MSCI Index Insights available formats) precalculated static reports or reports available in dashboards solely for internal use by Index Data Users in connection with the MSCI Index(es) specified in the applicable Order Form for MSCI Index Insights or for any trial of MSCI Index Insights with a predefined set of MSCI equity indexes, only for the provided set of predefined MSCI equity indexes. Upon termination of the MSCI Index Insights subscription or trial, for any reason, any reports and data created via MSCI Index Insights and any copies thereof shall be deemed to be “Terminated Services” and Licensee shall delete and purge such Terminated Services from all Licensee systems or otherwise in Licensee’s possession or control.
    2. Third Party Service. MSCI uses the services of Snowflake Inc. in connection with the MSCI Index Insights (the “Third Party Service”). Notwithstanding anything to the contrary: (i) MSCI makes no representations or express or implied warranties to Licensee or any third party in connection with the Third Party Service, including no warranties of merchantability or use for a particular purpose, non-infringement or otherwise, (ii) MSCI DISCLAIMS ALL LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE THIRD PARTY SERVICE, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE AND ANY OTHER FORMS OF DAMAGES, and (iii) if the Third Party Service used by MSCI and/or Licensee in connection with any Service is not available or terminates for any reason, MSCI may terminate the license to the affected Service. Provision of any Service(s) that use any Third Party Service(s) may be immediately suspended (x) if MSCI reasonably determines suspension is necessary including, without limitation, to avoid material harm to MSCI or MSCI’s other clients in the event that a Third Party Service is experiencing attacks or disruptions; or (y) as required by law or at the request of government entities. MSCI will aim to provide Licensee with reasonable written notice in the event of any such suspension of the Services, in each case generally in the same manner and at the same time as MSCI notifies its other affected clients.
    3. The MSCI Index Insights is an internet based service and access to the MSCI Index Insights will be provided via any password protected URL designated by MSCI. MSCI will provide Licensee with access information and passwords (the “MSCI Index Insights Authorization Information”) for Licensee’s authorized Users to access and use the MSCI Index Insights. Licensee is solely responsible for all activities that occur from use of the MSCI Index Insights Authorization Information.
    4. Licensee acknowledges and agrees that MSCI may collect login and usage statistics to: verify compliance with the Agreement and applicable Order Form; enhance MSCI’s ability to support Licensee; enhance MSCI’s products and services (although MSCI shall have no obligation to provide enhancements or upgrades based on such information); develop new products and services; and monitor and improve the performance, features, functionality or security of the MSCI applications.
21. Index Builder Simulation Module:
    1. Licensee may provide a non material portion of the Index Builder Simulation Module to Licensee’s clients only to the extent expressly permitted by, and in accordance with all terms and conditions set forth in, the Agreement (excluding any reporting addendum, exhibit or supplement thereto) solely for the internal evaluation purposes of Licensee’s clients; provided that any such external distribution to Licensee’s clients must contain the following statement:
    2. “The data contained herein reflects simulated index data (not production index data) generated by MSCI Index Builder. This data is an example for illustrative purposes only and does not reflect actual performance or index construction. There are frequently material differences between simulated index performance and actual results subsequently achieved by an investment strategy. This data may not be used for any purpose that is subject to benchmark regulation in any jurisdiction. Neither MSCI Inc., nor its affiliates nor its information providers shall be liable for any errors or omissions in connection with any data contained herein.”
    3. Except as expressly set forth in this Section, the MSCI Index Builder Simulation Module can only be accessed and used by MSCI Index Builder Simulation Module Application Users solely for their internal use only, and any reporting license or other agreement shall not apply to any data from any licensed Services within the Index Product Group, or any data or information from, about or generated through the MSCI Index Builder Simulation Module (the “Simulation Data”).
    4. Licensee shall not use any Simulation Data in any manner that would substitute for a subscription to any MSCI index, module or product (including but not limited to any customized MSCI indexes).
    5. Licensee shall not use, publish, disseminate or distribute any Simulation Data in any manner that competes with any distribution or commercialization by MSCI or its affiliates or authorized licensees of (i) the Simulation Data or the MSCI Index Builder Simulation Module in any form or format, (ii) any MSCI index or any other product or service of MSCI or its affiliates (e.g., use of reports on Simulation Data contained in the MSCI Index Builder Simulation Module in place of a subscription to reports on MSCI’s production indexes) or (iii) any derivative works based on the Simulation Data or the MSCI Index Builder Simulation Module.
    6. Licensee acknowledges and agrees that: (i) the Simulation Data and the MSCI Index Builder Simulation Module constitute copyrighted, trade secret, and/or proprietary information of substantial value to MSCI; (ii) Licensee receives no proprietary rights whatsoever in or to the Simulation Data or the MSCI Index Builder Simulation Module; and (iii) all title and ownership rights in and to the Simulation Data and the MSCI Index Builder Simulation Module remain exclusively with MSCI. Notwithstanding anything to the contrary, Licensee shall not alter, modify, translate, reverse engineer, reproduce or adapt the Simulation Data or any component of the MSCI Index Builder Simulation Module, including but not limited to creating derivative works from or based on the Simulation Data, the MSCI Index Builder Simulation Module or any component thereof.
    7. Notwithstanding anything to the contrary, the Simulation Data, as well as all indexes reflected in the MSCI Index Builder Simulation Module, including all “standard” MSCI indexes (e.g., MSCI EAFE Index) and all customized MSCI indexes, as well as the reports on all such indexes contained in the MSCI Index Builder Simulation Module) represent simulations, not production indexes.
    8. The MSCI Index Builder Simulation Module is an internet based service and access to the MSCI Index Builder Simulation Module will be provided via any password protected URL designated by MSCI. MSCI will provide Licensee with access information and passwords (the “MSCI Index Builder Simulation Module Authorization Information”) for Licensee’s authorized Users to access and use the MSCI Index Builder Simulation Module. Licensee is solely responsible for all activities that occur from use of the MSCI Index Builder Simulation Module Authorization Information.
    9. Licensee acknowledges and agrees that MSCI may collect login and usage statistics to: verify compliance with the Agreement and relevant Order Form; enhance MSCI’s ability to support Licensee; enhance MSCI’s products and services (although MSCI shall have no obligation to provide enhancements or upgrades based on such information); develop new products and services; and monitor and improve the performance, features, functionality or security of the MSCI Index Builder Simulation Module.
    10. To the extent that the MSCI Index Builder Simulation Module contains any security identifiers (including but not limited to CUSIPs, ISINs, RICs or MSCI security identifiers), Licensee shall not distribute, display, transmit or otherwise make available to a third party any such security identifiers without first obtaining written consent directly from the owner of such security identifiers.
    11. Rolling History and Simulation Data. If the underlying MSCI index(es) used to create any Simulation Data include Rolling History, then such Rolling History shall also apply to such Simulation Data. Licensee may not store, archive or otherwise save or use any Simulation Data beyond the then current Rolling History. Simulation Data which falls outside the scope of then current Rolling History shall be deemed to be “Terminated Services” and Licensee shall delete and purge, on a monthly basis, such Terminated Services from all Licensee systems or otherwise in Licensee’s possession or control. For the avoidance of doubt, every 6 months, the oldest 6-months’ worth of Rolling History shall be deemed to be Terminated Services.
    12. Upon termination of the MSCI Index Builder Simulation Module for any reason, Simulation Data and any copies thereof shall be deemed to be “Terminated Services” and Licensee shall delete and purge such Terminated Services from all Licensee systems or otherwise in Licensee’s possession or control. 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.

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Effective as of October 27, 2022

The terms below (as may be updated from time to time, “Services Supplement”) apply to MSCI index services (“Services”); and when referenced in any applicable 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 Service Supplement shall prevail with respect to the Services described herein. Capitalized terms used in this Services Supplement shall have the same meanings given to them in the applicable Agreement.

1. General:
   1. 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, all Terminated Services from all Licensee systems or otherwise in Licensee’s possession or control. For the avoidance of doubt, each month, the oldest month’s 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 Service following termination of the Agreement shall also apply to the Terminated Service hereunder.
   2. ACE File:
      Where applicable, MSCI will deliver directly to Licensee the corresponding Advanced Corporate Events (ACE) file, which will be deemed part of the Services. The ACE file is designed to communicate essential information relating to MSCI Index constituents and future changes in the MSCI Equity Indexes in advance of implementation. The ACE file also includes security level changes resulting from corporate events (regardless of size or index impact) and quarterly index reviews by MSCI. The types of changes communicated in the ACE file include, without limitation, corporate events (acquisitions, mergers, spin offs, etc.), corporate actions (splits, stock dividends, rights issues, etc.), FIF/DIF/LIF/FOL changes, MSCI’s quarterly index review (QIR), MSCI’s semi annual index review (SAIR) and changes to Global Industry Classification Standards (GICS).
2. Terms and conditions applicable to Vendors and Custodians:
   1. Licensee may receive the Services from any custodian so long as such custodian (i) has a then current valid license in place with MSCI and (ii) remains Licensee’s custodian. If either of the two preceding conditions ceases to be true at any time, then delivery through the applicable custodian shall immediately and automatically terminate. Licensee shall inform MSCI in writing once Licensee becomes aware of either condition above ceasing to be true.
   2. If Licensee is entitled in an Order Form to receive Services from any vendor then currently licensed by MSCI, such vendor may impose additional fees upon Licensee. Services may not be available for distribution by all then current MSCI vendors. Licensee will not automatically be permissioned with respect to any vendors and Licensee will be required to notify MSCI to receive Services from any particular vendor. If Licensee receives the Services from more than one vendor, any discounts applicable to MSCI fees for more than one vendor shall automatically terminate if Licensee terminates receipt from the primary vendor.
   3. Licensee acknowledges that its use of the Services shall be governed solely by the Agreement, notwithstanding anything to the contrary in any agreement that Licensee may enter into with any third party vendor or custodian. To the extent any terms or conditions regarding the Services contained in Licensee’s agreement with a third party vendor or custodian conflict with any terms or conditions of the Agreement, this Services Supplement or any applicable Order Form, the terms or conditions of the Agreement, this Services Supplement and any applicable Order Form shall control. It is Licensee’s sole responsibility to arrange for access to or delivery of the Services or the relevant portion thereof from any third party vendor or custodian.
   4. If any vendor or custodian (as well as any data supplier to MSCI) requires MSCI to pay any amount in connection with the Services, then the fees specified in the applicable Order Form may be adjusted to include such amount.
   5. Note for Bloomberg delivered Services: For any daily Services delivered by Bloomberg, the weights may be calculated by Bloomberg using Bloomberg calculated prices and exchange rates. In order to obtain real time prices for the constituents of the MSCI indexes contained in the Services, Licensee must enter into an appropriate agreement directly with the relevant exchanges.
3. Limited External Distribution:
   1. If the business units specified in any applicable Order Form do not include any custodian, asset manager, broker/dealer or other sell side business units, then Licensee may disclose data contained in the Services identified in such Order Form and information about such data to Licensee’s clients (other than Licensee’s clients who are custodians, asset managers or broker/dealers) solely to the extent legally required, as reasonably determined by Licensee’s legal counsel.
   2. If the business units specified in any applicable Order Form do not include any custodian, broker/dealer or other sell side business units, then Licensee may provide, directly and individually, a report to Licensee’s clients (other than Licensee’s clients who are custodians, asset managers or broker/dealers) which contains (i) information prepared using the Services identified in such Order Form (e.g., by application of formulas or algorithms), but which does not provide a mechanism for computing or reproducing any MSCI product or data or (ii) a non material portion of the Services identified in such Order Form corresponding to Licensee’s client’s portfolio. In this regard, excerpts of the Services identified in such Order Form comprising 50% or more of the data of any grouping of any identifiable MSCI data item will automatically be regarded as material and may not be disclosed collectively or in a series. Notwithstanding anything to the contrary, the determination of what constitutes “non material” will be determined by MSCI in its sole discretion.
   3. In connection with the disclosure of any data contained in the Services permitted under this section, Licensee must provide the following notice (or such similar language as may be approved in advance in writing by MSCI) in close proximity to the disclosed data:
      Source: MSCI. Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent.
   4. Upon MSCI’s request, Licensee shall provide MSCI with a copy of, or access to, any report, product or service created pursuant to this section to determine compliance with this section. Licensee will inform its clients who receive any data pursuant to this section that (i) no further distribution or dissemination is permitted and (ii) the obligations and restrictions contained in the Agreement or the applicable Order Form will apply to such data. Licensee will take such action as is reasonably requested by MSCI to ensure that Licensee’s clients abide by such obligations and restrictions. Notwithstanding anything to the contrary, Licensee is not permitted to, and shall not, disclose, distribute or disseminate any of the underlying raw data of MSCI’s third party information providers that may be included as part of the Services identified in any Order Form.
4. MSCI FaCS and MSCI FaCS Premium:
   1. 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 Agreement shall not apply to the MSCI FaCS or MSCI FaCS Premium product. Redistribution rights for MSCI FaCS and MSCI FaCS Premium must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. 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.
   3. 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.
5. MSCI Thematic Relevance Score Data:
   1. Notwithstanding anything to the contrary, MSCI Thematic Relevance Score Data is for Licensee’s internal use only. Any redistribution rights set forth in the Agreement shall not apply to any MSCI Thematic Relevance Score Data modules. Redistribution rights for MSCI Thematic Relevance Score Data must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. Licensee shall not publish, disseminate or distribute any data or information from or about MSCI Thematic Relevance Score Data or any portion thereof in any manner that competes with any distribution by MSCI or its affiliates and authorized licensees of (i) MSCI Thematic Relevance Score Data in any form or format or (ii) any derivative works based on MSCI Thematic Relevance Score Data.
   3. Notwithstanding anything to the contrary, Licensee shall not alter, modify or adapt any component of MSCI Thematic Relevance Score Data, including but not limited to translating, altering, modifying or creating derivative works from MSCI Thematic Relevance Score Data or any component thereof as provided by MSCI. Without limiting the generality of the preceding sentence, Licensee shall not use MSCI Thematic Relevance Score Data to create, verify or correct any thematic relevance score for any security, fund, financial product or index.
6. MSCI Economic Exposure Data:
   1. Notwithstanding anything to the contrary, MSCI Economic Exposure Data is for Licensee’s internal use only. Any redistribution rights set forth in the Agreement shall not apply to any MSCI Economic Exposure Data modules. Redistribution rights for MSCI Economic Exposure Data must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. Licensee shall not publish, disseminate or distribute any data or information from or about MSCI Economic Exposure Data or any portion thereof in any manner that competes with any distribution by MSCI or its affiliates and authorized licensees of (i) MSCI Economic Exposure Data in any form or format or (ii) any derivative works based on MSCI Economic Exposure Data.
   3. Notwithstanding anything to the contrary, Licensee shall not alter, modify or adapt any component of MSCI Economic Exposure Data, including but not limited to translating, altering, modifying or creating derivative works from MSCI Economic Exposure Data or any component thereof as provided by MSCI. Without limiting the generality of the preceding sentence, Licensee shall not use MSCI Economic Exposure Data to create, verify or correct any thematic relevance score for any security, fund, financial product or index.
7. MSCI IndexMetrics:
   1. If Licensee subscribes to MSCI IndexMetrics, then Licensee shall receive (i) one (1) MSCI IndexMetrics report per calendar quarter via email covering all of the MSCI Indexes specified in any applicable Order Form and (ii) one (1) MSCI IndexMetrics factsheet per calendar month via email covering all of the MSCI Indexes specified in any applicable Order Form.
   2. Notwithstanding anything to the contrary, if Licensee’s subscription for any individual MSCI Index specified in any applicable Order Form (including historical data of any such MSCI Index) terminates at any time, then Licensee shall thereafter cease to receive any MSCI IndexMetrics reports or MSCI IndexMetrics factsheet for such MSCI Index.
   3. Notwithstanding anything to the contrary, MSCI IndexMetrics reports and MSCI IndexMetrics factsheets are for Licensee’s internal use only. MSCI IndexMetrics reports and MSCI IndexMetrics factsheets may be used solely at the location(s) specified in any applicable Order Form and in the operations of the business unit(s) specified in such Order Form. None of the MSCI IndexMetrics reports or MSCI IndexMetrics factsheets (including any data contained therein) may be distributed, or made available, to any third party without MSCI’s prior written consent. Any redistribution rights set forth in the Agreement shall not apply to any MSCI IndexMetrics reports or MSCI IndexMetrics factsheets. Redistribution rights for MSCI IndexMetrics reports and MSCI IndexMetrics factsheets must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
8. MSCI Fixed Income Indexes:
   1. a) The following additional provisions apply to MSCI Fixed Income Indexes, including any data that is not current, real time traded prices and any other aspects of MSCI Fixed Income Indexes relating to indicative prices, evaluated pricing or other information based on estimates or evaluations (all of the foregoing, collectively, the “Evaluations”):
      1. Securities having Evaluations are typically complicated financial instruments. There are many methodologies (including computer based analytical modeling and individual security evaluations) available to generate Evaluations, and there is significant professional disagreement about which methodology (if any) is best or appropriate. No evaluation method, including those used by MSCI and its third party data suppliers (collectively, the “Evaluation Parties”), may consistently generate evaluations or estimates that correspond to actual traded prices of any relevant securities. Evaluations are subject to change at any time without notice and without any duty to update or inform Licensee.
      2. Evaluations may not reflect prices at which actual transactions may occur or have occurred or collateral calls may be made. The market price of securities and financial instruments can be determined only if and when executed in the market. There may be no, or may not have been any, secondary trading market for the relevant securities or financial instruments. Evaluations may incorporate information from the markets to which a source has access and, consequently, may not represent an estimate of the market price of the relevant security or financial instrument in other markets.
      3. The methodologies used by the Evaluation Parties to provide the Evaluations may rely on approximations, estimates, models and other data and assumptions. Further, there may be errors or defects in the software, databases, calculations, methodologies, models, assumptions and other techniques and processes used by the Evaluation Parties. Accordingly, Licensee acknowledges that Evaluations may contain or be based on inaccuracies and may be inappropriate for use in certain contexts or applications.
      4. Regardless of any efforts made by the Evaluation Parties, Licensee assumes all responsibility for the appropriateness of Licensee’s use of the Evaluations and any other data contained in MSCI Fixed Income Indexes. Evaluations are provided at Licensee’s request for Licensee’s informational purposes only and are not intended as a pricing service or recommendation or as an offer or solicitation for the purchase or sale of any security. Licensee should consult with its own auditors and other experts and advisors before deciding how to use the Evaluations. The Evaluation Parties are not acting as Licensee’s advisor, agent or fiduciary in providing any Evaluations.
   2. To the extent that MSCI Fixed Income Indexes contain any credit ratings data, the following provisions shall apply to such credit ratings data:
      1. Copyright [CURRENT YEAR], S&P Global Market Intelligence. Reproduction of any information, data or material, including ratings (“Content”) in any form is prohibited except with the prior written permission of the relevant party. Such party, its affiliates and suppliers (“Content Providers”) do not guarantee the accuracy, adequacy, completeness, timeliness or availability of any Content and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such Content. In no event shall Content Providers be liable for any damages, costs, expenses, legal fees, or losses (including lost income or lost profit and opportunity costs) in connection with any such use of the Content. A reference to a particular investment or security, a rating or any observation concerning an investment that is part of the Content is not a recommendation to buy, sell or hold such investment or security, does not address the suitability of an investment or security and should not be relied on as investment advice. Credit ratings are statements of opinions and are not statements of fact.
      2. Copyright [CURRENT YEAR], Moody’s Analytics, Inc. and its licensors (“Moody’s”). Moody’s ratings and other information (“Moody’s Information”) are proprietary to Moody’s and/or its licensors and are protected by copyright and other intellectual property laws. Moody’s Information is licensed to MSCI by Moody’s. MOODY’S INFORMATION MAY NOT BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT. Moody’s® is a registered trademark.
9. MSCI Fair Value Indexes:
   1. The MSCI Fair Value Index Module includes daily index level history and is licensed as one product. Notwithstanding anything to the contrary, upon the termination of any applicable Order Form, Licensee shall delete all copies and portions of the MSCI Fair Value Index Module (including historical data) forming part of the Services and, upon MSCI’s request, Licensee shall certify in writing to MSCI that Licensee has complied with the foregoing requirement.
   2. Notwithstanding anything to the contrary, Licensee shall not (i) use or access any MSCI Fair Value Indexes (including any custom indexes based in whole or in part on any MSCI Fair Value Indexes) in the United Kingdom or the European Union or (ii) distribute any MSCI Fair Value Indexes (including any custom indexes based in whole or in part on any MSCI Fair Value Indexes) to the United Kingdom or the European Union for Licensee’s benefit or for the benefit of any party in the United Kingdom or the European Union.
10. MSCI Thematic and Strategic Indexes:
    1. If any MSCI Thematic or Strategic Index contains constituent level data, Licensee must also subscribe to the corresponding MSCI Core Module. If any MSCI Thematic or Strategic Index contains only index level data, Licensee must also subscribe to an MSCI Index Level Module. If Licensee's right to receive the corresponding MSCI Core Module or relevant Index Level Module (as applicable) is terminated at any time, then the applicable Order Form (or the relevant portion thereof) shall automatically and simultaneously terminate without need for any further action by either party to effectuate such termination.
    2. Licensee acknowledges that neither the MSCI Thematic and Strategic Indexes nor any data contained therein constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and none of MSCI, MSCI Group or any other third party involved in or related to compiling, computing or creating any MSCI index, data or services (collectively, the “MSCI Parties”) endorses, approves or otherwise expresses any opinion regarding any issuer, securities, financial products or instruments or trading strategies linked to or based on any MSCI Thematic or Strategic Index.
    3. Licensee is solely responsible for compliance with any laws, rules and regulations applicable to Licensee or its products or services.
    4. Licensee acknowledges that MSCI Thematic or Strategic Indexes do not, and are not intended to, constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.
    5. Historical data and analysis in, from or about MSCI Thematic or Strategic Indexes should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.
11. MSCI Custom Indexes:
    1. If Licensee uses any online portal, web site or other electronic interface made available by MSCI (the “Platform”) to configure and subscribe to any custom index, then Licensee shall receive an Order Form documenting Licensee’s subscription to such custom index. Only approved configurations of custom indexes are available via the Platform. Licensee acknowledges and agrees that, to successfully configure and subscribe to any custom index using the Platform, Licensee must provide MSCI with complete and accurate responses to all information required by the Platform.
    2. If any custom index contains constituent level data, Licensee must also subscribe to the corresponding MSCI standard Core Module. If any custom index contains only index level data, Licensee must also subscribe to the corresponding MSCI standard Index Level Module. If Licensee’s right to receive the corresponding MSCI Core Module or Index Level Module (as applicable) is terminated at any time, then each applicable Order Form (or the relevant portion thereof) shall automatically and simultaneously terminate with respect to the applicable custom index without notice or any further action by either party to effectuate such termination.
    3. For the avoidance of doubt and without derogating from the generality similar provisions in the Data License Agreement, unless MSCI and Licensee have signed a separate agreement authorizing Licensee to do so, Licensee shall not use or permit anyone else to use any custom index or any portion thereof in connection with the issuing, writing, creating, managing, selling, advising, redeeming, marketing, sponsoring or promoting of any securities or financial instruments or products, including, without limitation, passive segregated mandates, passive funds, structured products, synthetic or derivative securities (e.g., options, warrants, swaps, guaranteed products, and futures), whether listed on an exchange or traded over the counter or on a private placement basis or otherwise or in connection with the creation, marketing or promotion of any indexes (custom or otherwise). As used herein, “passive funds” are portfolios or baskets of securities or derivatives thereof intended to track the performance of any index, group of indexes or any derivatives thereof (including without limitation enhanced passive funds and optimized passive funds) and sold as either a mutual fund or an exchange traded fund, or any other means now known or that becomes known in the future.
    4. 1. If any custom index is constructed using any specifications, designs, inclusion/exclusion lists or criteria, alternative weightings or other screens, instructions, rules, requirements or methodologies provided or indicated by or on behalf of Licensee (“Licensee Specifications”), then Licensee represents and warrants that it has all rights, titles, licenses, permissions and approvals necessary to provide the Licensee Specifications to MSCI and that none of the Licensee Specifications infringes, violates, trespasses or in any manner contravenes or breaches any patent, copyright, trademark, license or other property or proprietary right or constitutes the unauthorized use or misappropriation of any trade secret of any third party.
       2. Licensee shall:
          • submit any Licensee Specifications required or needed to calculate any custom index to custom_indices@msci.com only (or as otherwise specified by MSCI from time to time), and only in accordance with the provisions and deadlines set forth in the methodology of the applicable custom index and in any MSCI custom index submission policies (it being understood and agreed that, if Licensee fails to so submit the Licensee Specifications to MSCI, then MSCI may not be able to, and will not be required to, apply the data or information, including in connection with any index rebalancing);
          • have appropriate internal policies, controls, procedures and standards in place (including, without limitation, to address and manage any conflicts of interest) with respect to the submission of Licensee Specifications data and information to MSCI; and
          • ensure that Licensee Specifications data and information is only submitted by Licensee’s authorized personnel and Licensee will send the names of such personnel to custom_indices@msci.com (or as otherwise specified by MSCI from time to time).
    5. If the Agreement expressly permits Licensee to disclose any custom index or the data contained therein or any portion thereof to any third party, such disclosure shall be accompanied by the following disclaimer which shall be prominently displayed in close proximity to the reproduced data:
       Source: MSCI. The MSCI data is comprised of a custom index calculated by MSCI for, and as requested by, [LICENSEE]. The MSCI data is for internal use only and may not be redistributed or used in connection with creating or offering any securities, financial products or indexes. Neither MSCI nor any other third party involved in or related to compiling, computing or creating the MSCI data (the “MSCI Parties”) makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and the MSCI Parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to such data. Without limiting any of the foregoing, in no event shall any of the MSCI Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
    6. Licensee shall refer to each custom index only by the name set forth in each applicable Order Form. Licensee shall make clear that each custom index is a custom index and no use of or reference to any custom index by Licensee shall imply that such custom index is a standard MSCI index. Further, Licensee agrees not to make any statement or take any action that expresses or implies that MSCI approves of, endorses or otherwise expresses any judgment or opinion regarding Licensee or its products or services.
    7. Licensee hereby acknowledges and agrees that MSCI may, and MSCI reserves the right in its sole discretion to, make changes in the titles, names, format, organization or content of the underlying MSCI parent index, including without limitation amending, enhancing or replacing index methodologies or index naming conventions governing the underlying MSCI parent index as well as any applicable security level attributes related to such underlying MSCI parent index.
12. MSCI Global Islamic Indexes:
    1. MSCI Global Islamic Indexes (including any custom indexes based in whole or in part on any MSCI Global Islamic Indexes) are based on the MSCI Islamic Index Methodology. An independent committee of Sharia scholars has concluded that the MSCI Islamic Index Methodology is in compliance with generally accepted Sharia guidelines. MSCI has no opinion and makes no representations or warranties with respect to any particular interpretation of Sharia investment principles or Sharia law. For a more detailed explanation on how the MSCI Global Islamic Indexes are constructed and managed, see the MSCI Islamic Index Methodology.
13. Bloomberg MSCI ESG Fixed Income Indexes:
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LICENSEE’S LIABILITY FOR MISUSE AND/OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY AND/OR PROPRIETARY INFORMATION OF MSCI, MSCI GROUP OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO COMPILING, COMPUTING OR CREATING ANY MSCI INDEX, DATA OR SERVICES (COLLECTIVELY, THE “MSCI Bloomberg Parties”) SHALL NOT BE LIMITED WITH RESPECT TO ANY BLOOMBERG MSCI ESG FIXED INCOME INDEXES (THE “Bloomberg MSCI Services”).
    2. Licensee acknowledges and agrees that Bloomberg MSCI Services and all intellectual property rights in respect thereof are the property of MSCI, its affiliates and its data providers (as applicable), and that the use of the Bloomberg MSCI Services shall not be construed to vest in Licensee any rights with respect to the Bloomberg MSCI Services except as expressly authorized herein.
    3. If and to the extent that the Bloomberg MSCI Services provided to Licensee contain any Bond Constituent Level Data (as defined below), Licensee shall only store and use such Bond Constituent Level Data on (i) an Internally Developed Platform (as defined below) or (ii) an authorized third party platform set forth in the Agreement or any applicable Order Form and subject to any restrictions in the Agreement or any applicable Order Form. Upon termination of the Agreement or any applicable Order Form, Licensee must return or procure the return of all copies of the Bloomberg MSCI Services (the “Bloomberg MSCI Terminated Service”) in any form, except to the extent such Bloomberg MSCI Terminated Service is required to comply with applicable legal and regulatory requirements, or Licensee reasonably determines that it would be unduly onerous to return or destroy copies of the Bloomberg MSCI Terminated Service which are commingled with other data in Licensee’s data backup files, and in such case, Licensee may retain such copies of the Bloomberg MSCI Terminated Service but Licensee may not use such copies of the Bloomberg MSCI Terminated Service. Nothing contained in this Section shall prevent Licensee from using data backup files containing the Bloomberg MSCI Terminated Service to restore lost data of Licensee provided that if copies of any Bloomberg MSCI Terminated Service are created as a result of such use of the data backup files, such copies of any Bloomberg MSCI Terminated Service shall be destroyed or returned to MSCI. “Bond Constituent Level Data” means the price, security identifier, market value, sector classification code, FX rate, position and total return for each constituent security or financial product in the Bloomberg MSCI Services. “Internally Developed Platform” means Licensee’s internally developed software applications used primarily to store, retrieve and manage data and/or perform analysis activities to compare Licensee’s portfolios to the Bloomberg MSCI Services in order to measure risk or to perform model development; and such internally developed software applications may contain reporting functions that provide information on both the constituent and aggregated levels, which reports may be exported into commercially available spreadsheets and other software programs.
    4. If and to the extent that the Bloomberg MSCI Services provided to Licensee contain any ESG data, Licensee shall only use such ESG data internally in connection with the applicable Bloomberg MSCI Services.
    5. To the extent that Licensee at any time receives any Bloomberg MSCI Services containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by the MSCI Bloomberg Parties, may consistently generate approximations that correspond to actual “traded” prices of the instruments; (ii) the methodologies of the MSCI Bloomberg Parties used to provide the pricing portion of certain data contained in the Bloomberg MSCI Services may rely on evaluations; however, Licensee acknowledges that there may be errors or defects in software, databases, or methodologies of the MSCI Bloomberg Parties that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) Licensee assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided via the Bloomberg MSCI Services in Licensee’s applications, regardless of any efforts made by the MSCI Bloomberg Parties in this respect.
    6. Actionable prices can be obtained only on a real time, expressly agreed upon basis. Any indicative valuations within the Bloomberg MSCI Services are provided for information only, and the MSCI Bloomberg Parties make no representations or warranties with respect to any indicative valuations. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by the MSCI Bloomberg Parties to make such an offer. An indicative valuation may differ substantially from an actionable value. Such estimates do not necessarily reflect internal bookkeeping or theoretical model based valuations of the MSCI Bloomberg Parties. Certain factors which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations in materials within the Bloomberg MSCI Services may vary significantly from indicative valuations available from other sources. Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight, no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
    7. Under no circumstances should any of the Bloomberg MSCI Services be used or considered as an offer to sell or a solicitation of any offer to buy securities or any other instruments by Bloomberg Index Services Limited (“Bloomberg”), MSCI or any issuer. Offers can only be made where lawful under applicable law. One or more directors, officers and/or employees of Bloomberg or MSCI may be a director of the issuer of the securities mentioned in the Bloomberg MSCI Services.
    8. Notwithstanding anything to the contrary, Licensee shall not use or permit use of the Bloomberg MSCI Services (i) to construct or facilitate the construction of products which compete with the Bloomberg MSCI Services or (ii) for back office accounting functions customary in the securities industry, including, trust accounting, fund accounting, brokerage activities, trading and settlement management and reporting, order execution, inventory control, and general management of financial and operations functions.
    9. To the extent that the Agreement authorizes Licensee to disclose a non material amount of any data contained in the Bloomberg MSCI Services, then, in connection with any such authorized disclosure, Licensee must provide the following notice (in place of any other notice specified in the Agreement) in close proximity to the reproduced data:
       -- Notice for standard indexes in the Bloomberg MSCI Services:
       Source: Bloomberg MSCI ESG Fixed Income Indices, Copyright 202__: Bloomberg Index Services Limited (“Bloomberg”) and MSCI ESG Research LLC (“MSCI”). Neither Bloomberg MSCI nor any other party involved in or related to compiling, computing or creating the data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall Bloomberg, MSCI, any of their affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the data is permitted.
       
       -- Notice for custom indexes in the Bloomberg MSCI Services:
       Source: Bloomberg MSCI ESG Fixed Income Indexes, Copyright 202__: Bloomberg Index Services Limited (“Bloomberg”) and MSCI ESG Research LLC (“MSCI”). The data is comprised of a custom index calculated by Bloomberg and/or MSCI for, and as requested by, [LICENSEE]. The data is for internal use only and may not be redistributed or used in connection with creating or offering any securities, financial products or indices. None of Bloomberg, MSCI, any of their affiliates nor any other third party involved in or related to compiling, computing or creating the data (the “Licensor Parties”) makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and the Licensor Parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to such data. Without limiting any of the foregoing, in no event shall any of the Licensor Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
    10. Bloomberg and MSCI may collect data generated as a result of use of the Bloomberg MSCI Services by Licensee and provided and/or made available to Bloomberg and MSCI as a result of the Agreement or any applicable Order Form and/or concerning Licensee’s usage of the Bloomberg MSCI Services, and Licensee acknowledges and hereby agrees that Bloomberg and MSCI may use such data, including Licensee’s contact and delivery information, for its own internal business purposes including so as to: (i) allow for delivery of the Bloomberg MSCI Services to Licensee and for reporting purposes between Bloomberg and MSCI; (ii) enable Bloomberg and MSCI to better tailor products to meet its customers’ particular requirements; (iii) improve the Bloomberg MSCI Services; and (iv) provided that such data has been anonymized, for any other purpose.
    11. For the avoidance of doubt, Bloomberg is the benchmark administrator for the Bloomberg MSCI Services (and MSCI is not the benchmark administrator for the Bloomberg MSCI Services) under any relevant benchmark regulation, the IOSCO Principles for Financial Benchmarks, and any other similar or related regulation, legislation, rules or principles, in any jurisdiction.
    12. Licensee shall refer to the Bloomberg MSCI Services only by the name set forth in the applicable Order Form. If the Bloomberg MSCI Services contains a custom index, Licensee shall make clear that the applicable Bloomberg MSCI Services is a custom index and no use of or reference to the Service by Licensee shall imply that the Service is a standard MSCI or Bloomberg index. Further, Licensee agrees not to make any statement or take any action that expresses or implies that MSCI or Bloomberg approves of, endorses or otherwise expresses any judgment or opinion regarding Licensee or its products or services.
    13. m) If any custom index in the Bloomberg MSCI Services is constructed using any specifications, designs, inclusion/exclusion lists or criteria, alternative weightings or other screens, instructions, rules, requirements or methodologies provided or indicated by or on behalf of Licensee (“Specifications”), Licensee represents and warrants that it has all rights, titles, licenses, permissions and approvals necessary to provide the Specifications to MSCI or Bloomberg for purposes of calculating such custom index in the Bloomberg MSCI Services and that none of the Specifications infringes, violates, trespasses or in any manner contravenes or breaches any patent, copyright, trademark, license or other property or proprietary right or constitutes the unauthorized use or misappropriation of any trade secret of any third party.
    14. The terms and provisions of the Agreement or any applicable Order Form are intended to be in addition to the rights otherwise available to the MSCI Bloomberg Parties by applicable law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, the MSCI Bloomberg Parties and their respective heirs and representatives, each of whom is an intended third party beneficiary of the Agreement or any applicable Order Form. No other third party has any directly enforceable rights under the terms of the Agreement or any applicable Order Form with respect to the Bloomberg MSCI Services.
14. MSCI Tadawul 30 Index:
    1. The MSCI Tadawul 30 Index is jointly owned by MSCI and the Saudi Stock Exchange (Tadawul). Accordingly, MSCI may inform the Tadawul of Licensee’s subscription on a confidential basis and MSCI may assign the Agreement and any related agreements solely with respect to the MSCI Tadawul 30 Index to the Tadawul in the event of any transfer of MSCI’s interest in the MSCI Tadawul 30 Index to the Tadawul.
    2. The license to the MSCI Tadawul 30 Index in any Order Form is contingent on Licensee maintaining its subscription to the MSCI EM Core Module and to the MSCI EM Small Cap Core Module. In the event that any subscription to the MSCI EM Core or the MSCI EM Small Cap Core Module is cancelled for any reason, the license to the MSCI Tadawul 30 Index in any Order Form will automatically terminate.
15. MSCI Index Monitor:
    1. Notwithstanding anything to the contrary, access to MSCI Index Monitor will be provided to Licensee via the password protected web pages on MSCI’s web site at http://www.msci.com or any other web site designated by MSCI. MSCI will provide Licensee with account login details (e.g., user IDs and passwords) (collectively “Index Monitor Authorization Information”) for Licensee Users who are authorized and licensed to access and use MSCI Index Monitor. Licensee’s authorized and licensed Licensee Users shall maintain the confidentiality of all Index Monitor Authorization Information at all times. Licensee is solely responsible for all activities that occur from use of the Index Monitor Authorization Information including activity or usage resulting from use of Index Monitor Authorization Information by third parties other than Licensee.
    2. Licensee shall identify in each applicable Order Form the initial authorized data administrators who are responsible for ensuring that all authorized data administrators and other Licensee Users who have access to the relevant Index Monitor Licensed Services are current and correct at all times. “Index Monitor Licensed Services” means the relevant Services licensed under any then current valid Order Form, Schedule A or other valid written agreement. Index Monitor Licensed Services (including Licensee Users) are not automatically permissioned in MSCI Index Monitor. Licensee’s data administrators must contact MSCI Client Services (via email to clientservice@msci.com) to obtain access to the relevant Index Monitor Licensed Services via MSCI Index Monitor. Index Monitor Licensed Services accessed through the MSCI Index Monitor (i) shall only be used as and to the extent permitted in the Agreement and (ii) shall not be downloaded, extracted or exported from MSCI Index Monitor as a data feed into other systems.
16. MSCI Global Index Lens:
    1. MSCI index data accessed through the MSCI Global Index Lens shall (i) only be used as and to the extent permitted in the Agreement and (ii) not be downloaded, extracted or exported from the MSCI Global Index Lens as a data feed into other systems.
    2. Notwithstanding anything to the contrary, access to the MSCI Global Index Lens will be provided to Licensee via the password protected web pages on MSCI’s web site at www.msci.com or any other web site designated by MSCI. MSCI will provide Licensee with account login details (e.g., user IDs and passwords) (collectively, “Global Index Lens Authorization Information”) for Licensee’s Licensee Users to access and use the MSCI Global Index Lens. Licensee’s Licensee Users shall maintain the confidentiality of all Global Index Lens Authorization Information at all times. Licensee is solely responsible for all activities that occur from use of the Global Index Lens Authorization Information including activity or usage resulting from use of Global Index Lens Authorization Information by third parties other than Licensee.
17. MSCI Enhanced Index:
    1. If Licensee is licensed to receive both MSCI Enhanced Index and the applicable MSCI Core Modules from a third party vendor (and not directly from MSCI), then the following terms apply:
       1. Licensee’s subscription to the MSCI Enhanced Index via a third party vendor includes historical data but that historical data does not need to be deleted and purged on a rolling basis and can be used during the term of the applicable Order Form (in accordance with the terms and conditions of the Agreement). Accordingly, any terms or conditions applicable to Rolling History in this Services Supplement shall not apply with respect thereto.
       2. Licensee’s subscription to the MSCI Enhanced Index via direct delivery from MSCI does not include any history/Rolling History. Accordingly, if Licensee at any time ceases to receive the MSCI Enhanced Index from a third party vendor and receives only the MSCI Enhanced Index via direct delivery from MSCI, then any terms or conditions applicable to Rolling History in this Services Supplement shall apply with respect thereto.
    2. If Licensee is licensed to receive only MSCI Enhanced Index (and no applicable MSCI Core Module) from a third party vendor (and not directly from MSCI), then the following terms apply: Licensee’s subscription to the MSCI Enhanced Index via a third party vendor includes historical data but that historical data does not need to be deleted and purged on a rolling basis and can be used during the term of the applicable Order Form in accordance with all terms and conditions of the Agreement.
    3. If Licensee is licensed to receive only MSCI Enhanced Index (and no applicable MSCI Core Module) directly from MSCI (and from a third party vendor), then the following terms apply: Licensee shall delete and purge (i) on an annual basis, all monthly data contained in MSCI Enhanced Index and (ii) on a monthly basis, all daily data contained in MSCI Enhanced Index.
18. MSCI Index API:
    1. Licensee may use the MSCI Index API to access the Index API Licensed Services in accordance with the applicable Order Form and the applicable agreement(s) for such Index API Licensed Services. “Index API Licensed Services” means the relevant Services licensed under any then current valid Order Form, Schedule A or other valid written agreement. Index API Licensed Services are not automatically permissioned in the MSCI Index API. Licensee acknowledges and agrees that: (i) there are no service levels regarding the availability of any Index API Licensed Services via the MSCI Index API and (ii) all Licensed Services may not be available via the MSCI Index API. 
19. MSCI Global Digital Assets Indexes:
    1. Licensee acknowledges that neither the MSCI Global Digital Assets Indexes nor any data contained therein constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, other assets, financial product or other investment vehicle or any trading strategy, and none of MSCI, MSCI Group or any other third party involved in or related to compiling, computing or creating any MSCI index, data or services (collectively, the “MSCI Parties”) endorses, approves or otherwise expresses any opinion regarding any issuer, securities, other assets, financial products or instruments or trading strategies linked to or based on any MSCI Global Digital Assets Index.
    2. Licensee is solely responsible for compliance with any laws, rules and regulations applicable to Licensee or its products or services.
    3. Licensee acknowledges that MSCI Global Digital Assets Indexes do not, and are not intended to, constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.
    4. Historical data and analysis in, from or about MSCI Global Digital Assets Indexes should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.
    5. If any MSCI Global Digital Assets Index includes or uses a reference or component index, the relevant component index administrator and details of the reference or component index methodology or similar document with which that index may be updated will be set out in the applicable MSCI Global Digital Assets Index methodology (accessible on www.msci.com).

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Effective as of June 24, 2022

The terms below (as may be amended from time to time, “Services Supplement”) apply to MSCI Index services (“Services”); and when referenced in any applicable 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 Service Supplement shall prevail with respect to the Services described herein. Capitalized terms used in this Services Supplement shall have the same meanings given to them in the applicable Agreement.

1. General:
   1. 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, all Terminated Services from all Licensee systems or otherwise in Licensee’s possession or control. For the avoidance of doubt, each month, the oldest month’s 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 Service following termination of the Agreement shall also apply to the Terminated Service hereunder.
   2. ACE File:
      Where applicable, MSCI will deliver directly to Licensee the corresponding Advanced Corporate Events (ACE) file, which will be deemed part of the Services. The ACE file is designed to communicate essential information relating to MSCI Index constituents and future changes in the MSCI Equity Indexes in advance of implementation. The ACE file also includes security level changes resulting from corporate events (regardless of size or index impact) and quarterly index reviews by MSCI. The types of changes communicated in the ACE file include, without limitation, corporate events (acquisitions, mergers, spin offs, etc.), corporate actions (splits, stock dividends, rights issues, etc.), FIF/DIF/LIF/FOL changes, MSCI’s quarterly index review (QIR), MSCI’s semi annual index review (SAIR) and changes to Global Industry Classification Standards (GICS).
2. Terms and conditions applicable to Vendors and Custodians:
   1. Licensee may receive the Services from any custodian so long as such custodian (i) has a then current valid license in place with MSCI and (ii) remains Licensee’s custodian. If either of the two preceding conditions ceases to be true at any time, then delivery through the applicable custodian shall immediately and automatically terminate. Licensee shall inform MSCI in writing once Licensee becomes aware of either condition above ceasing to be true.
   2. If Licensee is entitled in an Order Form to receive Services from any vendor then currently licensed by MSCI, such vendor may impose additional fees upon Licensee. Services may not be available for distribution by all then current MSCI vendors. Licensee will not automatically be permissioned with respect to any vendors and Licensee will be required to notify MSCI to receive Services from any particular vendor. If Licensee receives the Services from more than one vendor, any discounts applicable to MSCI fees for more than one vendor shall automatically terminate if Licensee terminates receipt from the primary vendor.
   3. Licensee acknowledges that its use of the Services shall be governed solely by the Agreement, notwithstanding anything to the contrary in any agreement that Licensee may enter into with any third party vendor or custodian. To the extent any terms or conditions regarding the Services contained in Licensee’s agreement with a third party vendor or custodian conflict with any terms or conditions of the Agreement, this Services Supplement or any applicable Order Form, the terms or conditions of the Agreement, this Services Supplement and any applicable Order Form shall control. It is Licensee’s sole responsibility to arrange for access to or delivery of the Services or the relevant portion thereof from any third party vendor or custodian.
   4. If any vendor or custodian (as well as any data supplier to MSCI) requires MSCI to pay any amount in connection with the Services, then the fees specified in the applicable Order Form may be adjusted to include such amount.
   5. Note for Bloomberg delivered Services: For any daily Services delivered by Bloomberg, the weights may be calculated by Bloomberg using Bloomberg calculated prices and exchange rates. In order to obtain real time prices for the constituents of the MSCI indexes contained in the Services, Licensee must enter into an appropriate agreement directly with the relevant exchanges.
3. Limited External Distribution:
   1. If the business units specified in any applicable Order Form do not include any custodian, broker/dealer or other sell side business units, then Licensee may disclose data contained in the Services identified in such Order Form and information about such data to Licensee’s clients (other than Licensee’s clients who are custodians, asset managers or broker/dealers) solely to the extent legally required, as reasonably determined by Licensee’s legal counsel.
   2. If the business units specified in any applicable Order Form do not include any custodian, broker/dealer or other sell side business units, then Licensee may provide, directly and individually, a report to Licensee’s clients (other than Licensee’s clients who are custodians, asset managers or broker/dealers) which contains (i) information prepared using the Services identified in such Order Form (e.g., by application of formulas or algorithms), but which does not provide a mechanism for computing or reproducing any MSCI product or data or (ii) a non material portion of the Services identified in such Order Form corresponding to Licensee’s client’s portfolio. In this regard, excerpts of the Services identified in such Order Form comprising 50% or more of the data of any grouping of any identifiable MSCI data item will automatically be regarded as material and may not be disclosed collectively or in a series. Notwithstanding anything to the contrary, the determination of what constitutes “non material” will be determined by MSCI in its sole discretion.
   3. In connection with the disclosure of any data contained in the Services permitted under this section, Licensee must provide the following notice (or such similar language as may be approved in advance in writing by MSCI) in close proximity to the disclosed data:
      Source: MSCI. Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent.
   4. Upon MSCI’s request, Licensee shall provide MSCI with a copy of, or access to, any report, product or service created pursuant to this section to determine compliance with this section. Licensee will inform its clients who receive any data pursuant to this section that (i) no further distribution or dissemination is permitted and (ii) the obligations and restrictions contained in the Agreement or the applicable Order Form will apply to such data. Licensee will take such action as is reasonably requested by MSCI to ensure that Licensee’s clients abide by such obligations and restrictions. Notwithstanding anything to the contrary, Licensee is not permitted to, and shall not, disclose, distribute or disseminate any of the underlying raw data of MSCI’s third party information providers that may be included as part of the Services identified in any Order Form.
4. MSCI FaCS and MSCI FaCS Premium:
   1. 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 Agreement shall not apply to the MSCI FaCS or MSCI FaCS Premium product. Redistribution rights for MSCI FaCS and MSCI FaCS Premium must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. 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.
   3. 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.
5. MSCI Thematic Relevance Score Data:
   1. Notwithstanding anything to the contrary, MSCI Thematic Relevance Score Data is for Licensee’s internal use only. Any redistribution rights set forth in the Agreement shall not apply to any MSCI Thematic Relevance Score Data modules. Redistribution rights for MSCI Thematic Relevance Score Data must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. Licensee shall not publish, disseminate or distribute any data or information from or about MSCI Thematic Relevance Score Data or any portion thereof in any manner that competes with any distribution by MSCI or its affiliates and authorized licensees of (i) MSCI Thematic Relevance Score Data in any form or format or (ii) any derivative works based on MSCI Thematic Relevance Score Data.
   3. Notwithstanding anything to the contrary, Licensee shall not alter, modify or adapt any component of MSCI Thematic Relevance Score Data, including but not limited to translating, altering, modifying or creating derivative works from MSCI Thematic Relevance Score Data or any component thereof as provided by MSCI. Without limiting the generality of the preceding sentence, Licensee shall not use MSCI Thematic Relevance Score Data to create, verify or correct any thematic relevance score for any security, fund, financial product or index.
6. MSCI Economic Exposure Data:
   1. Notwithstanding anything to the contrary, MSCI Economic Exposure Data is for Licensee’s internal use only. Any redistribution rights set forth in the Agreement shall not apply to any MSCI Economic Exposure Data modules. Redistribution rights for MSCI Economic Exposure Data must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
   2. Licensee shall not publish, disseminate or distribute any data or information from or about MSCI Economic Exposure Data or any portion thereof in any manner that competes with any distribution by MSCI or its affiliates and authorized licensees of (i) MSCI Economic Exposure Data in any form or format or (ii) any derivative works based on MSCI Economic Exposure Data.
   3. Notwithstanding anything to the contrary, Licensee shall not alter, modify or adapt any component of MSCI Economic Exposure Data, including but not limited to translating, altering, modifying or creating derivative works from MSCI Economic Exposure Data or any component thereof as provided by MSCI. Without limiting the generality of the preceding sentence, Licensee shall not use MSCI Economic Exposure Data to create, verify or correct any thematic relevance score for any security, fund, financial product or index.
7. MSCI IndexMetrics:
   1. If Licensee subscribes to MSCI IndexMetrics, then Licensee shall receive (i) one (1) MSCI IndexMetrics report per calendar quarter via email covering all of the MSCI Indexes specified in any applicable Order Form and (ii) one (1) MSCI IndexMetrics factsheet per calendar month via email covering all of the MSCI Indexes specified in any applicable Order Form.
   2. Notwithstanding anything to the contrary, if Licensee’s subscription for any individual MSCI Index specified in any applicable Order Form (including historical data of any such MSCI Index) terminates at any time, then Licensee shall thereafter cease to receive any MSCI IndexMetrics reports or MSCI IndexMetrics factsheet for such MSCI Index.
   3. Notwithstanding anything to the contrary, MSCI IndexMetrics reports and MSCI IndexMetrics factsheets are for Licensee’s internal use only. MSCI IndexMetrics reports and MSCI IndexMetrics factsheets may be used solely at the location(s) specified in any applicable Order Form and in the operations of the business unit(s) specified in such Order Form. None of the MSCI IndexMetrics reports or MSCI IndexMetrics factsheets (including any data contained therein) may be distributed, or made available, to any third party without MSCI’s prior written consent. Any redistribution rights set forth in the Agreement shall not apply to any MSCI IndexMetrics reports or MSCI IndexMetrics factsheets. Redistribution rights for MSCI IndexMetrics reports and MSCI IndexMetrics factsheets must be expressly granted in a separate addendum to the Agreement, a Schedule A or an Order Form.
8. MSCI Fixed Income Indexes:
   1. The following additional provisions apply to MSCI Fixed Income Indexes, including any data that is not current, real time traded prices and any other aspects of MSCI Fixed Income Indexes relating to indicative prices, evaluated pricing or other information based on estimates or evaluations (all of the foregoing, collectively, the “Evaluations”):
      1. Securities having Evaluations are typically complicated financial instruments. There are many methodologies (including computer based analytical modeling and individual security evaluations) available to generate Evaluations, and there is significant professional disagreement about which methodology (if any) is best or appropriate. No evaluation method, including those used by MSCI and its third party data suppliers (collectively, the “Evaluation Parties”), may consistently generate evaluations or estimates that correspond to actual traded prices of any relevant securities. Evaluations are subject to change at any time without notice and without any duty to update or inform Licensee.
      2. Evaluations may not reflect prices at which actual transactions may occur or have occurred or collateral calls may be made. The market price of securities and financial instruments can be determined only if and when executed in the market. There may be no, or may not have been any, secondary trading market for the relevant securities or financial instruments. Evaluations may incorporate information from the markets to which a source has access and, consequently, may not represent an estimate of the market price of the relevant security or financial instrument in other markets.
      3. The methodologies used by the Evaluation Parties to provide the Evaluations may rely on approximations, estimates, models and other data and assumptions. Further, there may be errors or defects in the software, databases, calculations, methodologies, models, assumptions and other techniques and processes used by the Evaluation Parties. Accordingly, Licensee acknowledges that Evaluations may contain or be based on inaccuracies and may be inappropriate for use in certain contexts or applications.
      4. Regardless of any efforts made by the Evaluation Parties, Licensee assumes all responsibility for the appropriateness of Licensee’s use of the Evaluations and any other data contained in MSCI Fixed Income Indexes. Evaluations are provided at Licensee’s request for Licensee’s informational purposes only and are not intended as a pricing service or recommendation or as an offer or solicitation for the purchase or sale of any security. Licensee should consult with its own auditors and other experts and advisors before deciding how to use the Evaluations. The Evaluation Parties are not acting as Licensee’s advisor, agent or fiduciary in providing any Evaluations.
   2. To the extent that MSCI Fixed Income Indexes contain any credit ratings data, the following provisions shall apply to such credit ratings data:
      1. Copyright [CURRENT YEAR], S&P Global Market Intelligence. Reproduction of any information, data or material, including ratings (“Content”) in any form is prohibited except with the prior written permission of the relevant party. Such party, its affiliates and suppliers (“Content Providers”) do not guarantee the accuracy, adequacy, completeness, timeliness or availability of any Content and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such Content. In no event shall Content Providers be liable for any damages, costs, expenses, legal fees, or losses (including lost income or lost profit and opportunity costs) in connection with any such use of the Content. A reference to a particular investment or security, a rating or any observation concerning an investment that is part of the Content is not a recommendation to buy, sell or hold such investment or security, does not address the suitability of an investment or security and should not be relied on as investment advice. Credit ratings are statements of opinions and are not statements of fact.
      2. Copyright [CURRENT YEAR], Moody’s Analytics, Inc. and its licensors (“Moody’s”). Moody’s ratings and other information (“Moody’s Information”) are proprietary to Moody’s and/or its licensors and are protected by copyright and other intellectual property laws. Moody’s Information is licensed to MSCI by Moody’s. MOODY’S INFORMATION MAY NOT BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT. Moody’s® is a registered trademark.
9. MSCI Fair Value Indexes:
   1. The MSCI Fair Value Index Module includes daily index level history and is licensed as one product. Notwithstanding anything to the contrary, upon the termination of any applicable Order Form, Licensee shall delete all copies and portions of the MSCI Fair Value Index Module (including historical data) forming part of the Services and, upon MSCI’s request, Licensee shall certify in writing to MSCI that Licensee has complied with the foregoing requirement.
   2. Notwithstanding anything to the contrary, Licensee shall not (i) use or access any MSCI Fair Value Indexes (including any custom indexes based in whole or in part on any MSCI Fair Value Indexes) in the United Kingdom or the European Union or (ii) distribute any MSCI Fair Value Indexes (including any custom indexes based in whole or in part on any MSCI Fair Value Indexes) to the United Kingdom or the European Union for Licensee’s benefit or for the benefit of any party in the United Kingdom or the European Union.
10. MSCI Thematic and Strategic Indexes:
    1. If any MSCI Thematic or Strategic Index contains constituent level data, Licensee must also subscribe to the corresponding MSCI Core Module. If any MSCI Thematic or Strategic Index contains only index level data, Licensee must also subscribe to an MSCI Index Level Module. If Licensee's right to receive the corresponding MSCI Core Module or relevant Index Level Module (as applicable) is terminated at any time, then the applicable Order Form (or the relevant portion thereof) shall automatically and simultaneously terminate without need for any further action by either party to effectuate such termination.
    2. Licensee acknowledges that neither the MSCI Thematic and Strategic Indexes nor any data contained therein constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, financial product or other investment vehicle or any trading strategy, and none of MSCI, MSCI Group or any other third party involved in or related to compiling, computing or creating any MSCI index, data or services (collectively, the “MSCI Parties”) endorses, approves or otherwise expresses any opinion regarding any issuer, securities, financial products or instruments or trading strategies linked to or based on any MSCI Thematic or Strategic Index.
    3. Licensee is solely responsible for compliance with any laws, rules and regulations applicable to Licensee or its products or services. 
    4. Licensee acknowledges that MSCI Thematic or Strategic Indexes do not, and are not intended to, constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.
    5. Historical data and analysis in, from or about MSCI Thematic or Strategic Indexes should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.
11. MSCI Custom Indexes:
    1. If Licensee uses any online portal, web site or other electronic interface made available by MSCI (the “Platform”) to configure and subscribe to any custom index, then Licensee shall receive an Order Form documenting Licensee’s subscription to such custom index. Only approved configurations of custom indexes are available via the Platform. Licensee acknowledges and agrees that, to successfully configure and subscribe to any custom index using the Platform, Licensee must provide MSCI with complete and accurate responses to all information required by the Platform.
    2. If any custom index contains constituent level data, Licensee must also subscribe to the corresponding MSCI standard Core Module. If any custom index contains only index level data, Licensee must also subscribe to the corresponding MSCI standard Index Level Module. If Licensee’s right to receive the corresponding MSCI Core Module or Index Level Module (as applicable) is terminated at any time, then each applicable Order Form (or the relevant portion thereof) shall automatically and simultaneously terminate with respect to the applicable custom index without notice or any further action by either party to effectuate such termination.
    3. For the avoidance of doubt and without derogating from the generality similar provisions in the Data License Agreement, unless MSCI and Licensee have signed a separate agreement authorizing Licensee to do so, Licensee shall not use or permit anyone else to use any custom index or any portion thereof in connection with the issuing, writing, creating, managing, selling, advising, redeeming, marketing, sponsoring or promoting of any securities or financial instruments or products, including, without limitation, passive segregated mandates, passive funds, structured products, synthetic or derivative securities (e.g., options, warrants, swaps, guaranteed products, and futures), whether listed on an exchange or traded over the counter or on a private placement basis or otherwise or in connection with the creation, marketing or promotion of any indexes (custom or otherwise). As used herein, “passive funds” are portfolios or baskets of securities or derivatives thereof intended to track the performance of any index, group of indexes or any derivatives thereof (including without limitation enhanced passive funds and optimized passive funds) and sold as either a mutual fund or an exchange traded fund, or any other means now known or that becomes known in the future.
    4. 1. If any custom index is constructed using any specifications, designs, inclusion/exclusion lists or criteria, alternative weightings or other screens, instructions, rules, requirements or methodologies provided or indicated by or on behalf of Licensee (“Licensee Specifications”), then Licensee represents and warrants that it has all rights, titles, licenses, permissions and approvals necessary to provide the Licensee Specifications to MSCI for purposes of calculating such custom index and that none of the Licensee Specifications infringes, violates, trespasses or in any manner contravenes or breaches any patent, copyright, trademark, license or other property or proprietary right or constitutes the unauthorized use or misappropriation of any trade secret of any third party.
       2. Licensee shall:
          • submit any Licensee Specifications required or needed to calculate any custom index to custom_indices@msci.com only (or as otherwise specified by MSCI from time to time), and only in accordance with the provisions and deadlines set forth in the methodology of the applicable custom index and in any MSCI custom index submission policies (it being understood and agreed that, if Licensee fails to so submit the Licensee Specifications to MSCI, then MSCI may not be able to, and will not be required to, apply the data or information, including in connection with any index rebalancing);
          • have appropriate internal policies, controls, procedures and standards in place (including, without limitation, to address and manage any conflicts of interest) with respect to the submission of Licensee Specifications data and information to MSCI; and
          • ensure that Licensee Specifications data and information is only submitted by Licensee’s authorized personnel and Licensee will send the names of such personnel to custom_indices@msci.com (or as otherwise specified by MSCI from time to time).
    5. If the Agreement expressly permits Licensee to disclose any custom index or the data contained therein or any portion thereof to any third party, such disclosure shall be accompanied by the following disclaimer which shall be prominently displayed in close proximity to the reproduced data:
       Source: MSCI. The MSCI data is comprised of a custom index calculated by MSCI for, and as requested by, [LICENSEE]. The MSCI data is for internal use only and may not be redistributed or used in connection with creating or offering any securities, financial products or indexes. Neither MSCI nor any other third party involved in or related to compiling, computing or creating the MSCI data (the “MSCI Parties”) makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and the MSCI Parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to such data. Without limiting any of the foregoing, in no event shall any of the MSCI Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
    6. Licensee shall refer to each custom index only by the name set forth in each applicable Order Form. Licensee shall make clear that each custom index is a custom index and no use of or reference to any custom index by Licensee shall imply that such custom index is a standard MSCI index. Further, Licensee agrees not to make any statement or take any action that expresses or implies that MSCI approves of, endorses or otherwise expresses any judgment or opinion regarding Licensee or its products or services.
    7. Licensee hereby acknowledges and agrees that MSCI may, and MSCI reserves the right in its sole discretion to, make changes in the titles, names, format, organization or content of the underlying MSCI parent index, including without limitation amending, enhancing or replacing index methodologies or index naming conventions governing the underlying MSCI parent index as well as any applicable security level attributes related to such underlying MSCI parent index.
12. MSCI Global Islamic Indexes:
    1. MSCI Global Islamic Indexes (including any custom indexes based in whole or in part on any MSCI Global Islamic Indexes) are based on the MSCI Islamic Index Methodology. An independent committee of Sharia scholars has concluded that the MSCI Islamic Index Methodology is in compliance with generally accepted Sharia guidelines. MSCI has no opinion and makes no representations or warranties with respect to any particular interpretation of Sharia investment principles or Sharia law. For a more detailed explanation on how the MSCI Global Islamic Indexes are constructed and managed, see the MSCI Islamic Index Methodology.
13. Bloomberg MSCI ESG Fixed Income Indexes:
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LICENSEE’S LIABILITY FOR MISUSE AND/OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY AND/OR PROPRIETARY INFORMATION OF MSCI, MSCI GROUP OR ANY OTHER THIRD PARTY INVOLVED IN OR RELATED TO COMPILING, COMPUTING OR CREATING ANY MSCI INDEX, DATA OR SERVICES (COLLECTIVELY, THE “MSCI-Bloomberg Parties”) SHALL NOT BE LIMITED WITH RESPECT TO ANY BLOOMBERG MSCI ESG FIXED INCOME INDEXES (THE “Bloomberg-MSCI Services”).
    2. Licensee acknowledges and agrees that Bloomberg-MSCI Services and all intellectual property rights in respect thereof are the property of MSCI, its affiliates and its data providers (as applicable), and that the use of the Bloomberg-MSCI Services shall not be construed to vest in Licensee any rights with respect to the Bloomberg-MSCI Services except as expressly authorized herein.
    3. If and to the extent that the Bloomberg-MSCI Services provided to Licensee contain any Bond Constituent Level Data (as defined below), Licensee shall only store and use such Bond Constituent Level Data on (i) an Internally Developed Platform (as defined below) or (ii) an authorized third party platform set forth in the Agreement or any applicable Order Form and subject to any restrictions in the Agreement or any applicable Order Form. Upon termination of the Agreement or any applicable Order Form, Licensee must return or procure the return of all copies of the Bloomberg-MSCI Services (the “Bloomberg-MSCI Terminated Service”) in any form, except to the extent such Bloomberg-MSCI Terminated Service is required to comply with applicable legal and regulatory requirements, or Licensee reasonably determines that it would be unduly onerous to return or destroy copies of the Bloomberg-MSCI Terminated Service which are commingled with other data in Licensee’s data backup files, and in such case, Licensee may retain such copies of the Bloomberg-MSCI Terminated Service but Licensee may not use such copies of the Bloomberg-MSCI Terminated Service. Nothing contained in this Section shall prevent Licensee from using data backup files containing the Bloomberg-MSCI Terminated Service to restore lost data of Licensee provided that if copies of any Bloomberg-MSCI Terminated Service are created as a result of such use of the data backup files, such copies of any Bloomberg-MSCI Terminated Service shall be destroyed or returned to MSCI. “Bond Constituent Level Data” means the price, security identifier, market value, sector classification code, FX rate, position and total return for each constituent security or financial product in the Bloomberg-MSCI Services. “Internally Developed Platform” means Licensee’s internally developed software applications used primarily to store, retrieve and manage data and/or perform analysis activities to compare Licensee’s portfolios to the Bloomberg-MSCI Services in order to measure risk or to perform model development; and such internally developed software applications may contain reporting functions that provide information on both the constituent and aggregated levels, which reports may be exported into commercially available spreadsheets and other software programs.
    4. If and to the extent that the Bloomberg-MSCI Services provided to Licensee contain any ESG data, Licensee shall only use such ESG data internally in connection with the applicable Bloomberg-MSCI Services.
    5. To the extent that Licensee at any time receives any Bloomberg-MSCI Services containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by the MSCI-Bloomberg Parties, may consistently generate approximations that correspond to actual “traded” prices of the instruments; (ii) the methodologies of the MSCI-Bloomberg Parties used to provide the pricing portion of certain data contained in the Bloomberg-MSCI Services may rely on evaluations; however, Licensee acknowledges that there may be errors or defects in software, databases, or methodologies of the MSCI-Bloomberg Parties that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) Licensee assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of use of evaluations and other pricing data provided via the Bloomberg-MSCI Services in Licensee’s applications, regardless of any efforts made by the MSCI-Bloomberg Parties in this respect.
    6. Actionable prices can be obtained only on a real time, expressly agreed upon basis. Any indicative valuations within the Bloomberg-MSCI Services are provided for information only, and the MSCI-Bloomberg Parties make no representations or warranties with respect to any indicative valuations. They are not an offer to enter into, transfer and assign or terminate any transaction, or a commitment by the MSCI-Bloomberg Parties to make such an offer. An indicative valuation may differ substantially from an actionable value. Such estimates do not necessarily reflect internal bookkeeping or theoretical model based valuations of the MSCI-Bloomberg Parties. Certain factors which may not have been assessed for purposes of these valuations, including, for example, notional amounts, credit spreads, underlying volatility, costs of carry or use of capital and profit, may substantially affect a stated valuation. Indicative valuations in materials within the Bloomberg-MSCI Services may vary significantly from indicative valuations available from other sources. Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, since the trades have not actually been executed, the results may have under or over compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight, no representation is being made that any account will or is likely to achieve profits or losses similar to those shown.
    7. Under no circumstances should any of the Bloomberg-MSCI Services be used or considered as an offer to sell or a solicitation of any offer to buy securities or any other instruments by Bloomberg Index Services Limited (“Bloomberg”), MSCI or any issuer. Offers can only be made where lawful under applicable law. One or more directors, officers and/or employees of Bloomberg or MSCI may be a director of the issuer of the securities mentioned in the Bloomberg-MSCI Services.
    8. Notwithstanding anything to the contrary, Licensee shall not use or permit use of the Bloomberg-MSCI Services (i) to construct or facilitate the construction of products which compete with the Bloomberg-MSCI Services or (ii) for back office accounting functions customary in the securities industry, including, trust accounting, fund accounting, brokerage activities, trading and settlement management and reporting, order execution, inventory control, and general management of financial and operations functions.
    9. To the extent that the Agreement authorizes Licensee to disclose a non material amount of any data contained in the Bloomberg-MSCI Services, then, in connection with any such authorized disclosure, Licensee must provide the following notice (in place of any other notice specified in the Agreement) in close proximity to the reproduced data:
       -- Notice for standard indexes in the Bloomberg-MSCI Services:
       Source: Bloomberg MSCI ESG Fixed Income Indices, Copyright 202__: Bloomberg Index Services Limited (“Bloomberg”) and MSCI ESG Research LLC (“MSCI”). Neither Bloomberg MSCI nor any other party involved in or related to compiling, computing or creating the data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall Bloomberg, MSCI, any of their affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the data is permitted.
       
       -- Notice for custom indexes in the Bloomberg-MSCI Services:
       Source: Bloomberg MSCI ESG Fixed Income Indexes, Copyright 202__: Bloomberg Index Services Limited (“Bloomberg”) and MSCI ESG Research LLC (“MSCI”). The data is comprised of a custom index calculated by Bloomberg and/or MSCI for, and as requested by, [LICENSEE]. The data is for internal use only and may not be redistributed or used in connection with creating or offering any securities, financial products or indices. None of Bloomberg, MSCI, any of their affiliates nor any other third party involved in or related to compiling, computing or creating the data (the “Licensor Parties”) makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and the Licensor Parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to such data. Without limiting any of the foregoing, in no event shall any of the Licensor Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
    10. Bloomberg and MSCI may collect data generated as a result of use of the Bloomberg-MSCI Services by Licensee and provided and/or made available to Bloomberg and MSCI as a result of the Agreement or any applicable Order Form and/or concerning Licensee’s usage of the Bloomberg-MSCI Services, and Licensee acknowledges and hereby agrees that Bloomberg and MSCI may use such data, including Licensee’s contact and delivery information, for its own internal business purposes including so as to: (i) allow for delivery of the Bloomberg-MSCI Services to Licensee and for reporting purposes between Bloomberg and MSCI; (ii) enable Bloomberg and MSCI to better tailor products to meet its customers’ particular requirements; (iii) improve the Bloomberg-MSCI Services; and (iv) provided that such data has been anonymized, for any other purpose.
    11. For the avoidance of doubt, Bloomberg is the benchmark administrator for the Bloomberg-MSCI Services (and MSCI is not the benchmark administrator for the Bloomberg-MSCI Services) under any relevant benchmark regulation, the IOSCO Principles for Financial Benchmarks, and any other similar or related regulation, legislation, rules or principles, in any jurisdiction.
    12. Licensee shall refer to the Bloomberg-MSCI Services only by the name set forth in the applicable Order Form. If the Bloomberg-MSCI Services contains a custom index, Licensee shall make clear that the applicable Bloomberg-MSCI Services is a custom index and no use of or reference to the Service by Licensee shall imply that the Service is a standard MSCI or Bloomberg index. Further, Licensee agrees not to make any statement or take any action that expresses or implies that MSCI or Bloomberg approves of, endorses or otherwise expresses any judgment or opinion regarding Licensee or its products or services.
    13. If any custom index in the Bloomberg-MSCI Services is constructed using any specifications, designs, inclusion/exclusion lists or criteria, alternative weightings or other screens, instructions, rules, requirements or methodologies provided or indicated by or on behalf of Licensee (“Specifications”), Licensee represents and warrants that it has all rights, titles, licenses, permissions and approvals necessary to provide the Specifications to MSCI or Bloomberg for purposes of calculating such custom index in the Bloomberg-MSCI Services and that none of the Specifications infringes, violates, trespasses or in any manner contravenes or breaches any patent, copyright, trademark, license or other property or proprietary right or constitutes the unauthorized use or misappropriation of any trade secret of any third party.
    14. The terms and provisions of the Agreement or any applicable Order Form are intended to be in addition to the rights otherwise available to the MSCI-Bloomberg Parties by applicable law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, the MSCI-Bloomberg Parties and their respective heirs and representatives, each of whom is an intended third party beneficiary of the Agreement or any applicable Order Form. No other third party has any directly enforceable rights under the terms of the Agreement or any applicable Order Form with respect to the Bloomberg-MSCI Services.
14. MSCI Tadawul 30 Index:
    1. The MSCI Tadawul 30 Index is jointly owned by MSCI and the Saudi Stock Exchange (Tadawul). Accordingly, MSCI may inform the Tadawul of Licensee’s subscription on a confidential basis and MSCI may assign the Agreement and any related agreements solely with respect to the MSCI Tadawul 30 Index to the Tadawul in the event of any transfer of MSCI’s interest in the MSCI Tadawul 30 Index to the Tadawul. 
    2. The license to the MSCI Tadawul 30 Index in any Order Form is contingent on Licensee maintaining its subscription to the MSCI EM Core Module and to the MSCI EM Small Cap Core Module. In the event that any subscription to the MSCI EM Core or the MSCI EM Small Cap Core Module is cancelled for any reason, the license to the MSCI Tadawul 30 Index in any Order Form will automatically terminate. 
15. MSCI Index Monitor:
    1. Notwithstanding anything to the contrary, access to MSCI Index Monitor will be provided to Licensee via the password protected web pages on MSCI’s web site at http://www.msci.com or any other web site designated by MSCI. MSCI will provide Licensee with account login details (e.g., user IDs and passwords) (collectively “Index Monitor Authorization Information”) for Licensee Users who are authorized and licensed to access and use MSCI Index Monitor. Licensee’s authorized and licensed Licensee Users shall maintain the confidentiality of all Index Monitor Authorization Information at all times. Licensee is solely responsible for all activities that occur from use of the Index Monitor Authorization Information including activity or usage resulting from use of Index Monitor Authorization Information by third parties other than Licensee. 
    2. Licensee shall identify in each applicable Order Form the initial authorized data administrators who are responsible for ensuring that all authorized data administrators and other Licensee Users who have access to the relevant Index Monitor Licensed Services are current and correct at all times. “Index Monitor Licensed Services” means the relevant Services licensed under any then current valid Order Form, Schedule A or other valid written agreement. Index Monitor Licensed Services (including Licensee Users) are not automatically permissioned in MSCI Index Monitor. Licensee’s data administrators must contact MSCI Client Services (via email to clientservice@msci.com) to obtain access to the relevant Index Monitor Licensed Services via MSCI Index Monitor. Index Monitor Licensed Services accessed through the MSCI Index Monitor (i) shall only be used as and to the extent permitted in the Agreement and (ii) shall not be downloaded, extracted or exported from MSCI Index Monitor as a data feed into other systems.
16. MSCI Global Index Lens:
    1. MSCI index data accessed through the MSCI Global Index Lens shall (i) only be used as and to the extent permitted in the Agreement and (ii) not be downloaded, extracted or exported from the MSCI Global Index Lens as a data feed into other systems.  
    2. Notwithstanding anything to the contrary, access to the MSCI Global Index Lens will be provided to Licensee via the password protected web pages on MSCI’s web site at www.msci.com or any other web site designated by MSCI. MSCI will provide Licensee with account login details (e.g., user IDs and passwords) (collectively, “Global Index Lens Authorization Information”) for Licensee’s Licensee Users to access and use the MSCI Global Index Lens. Licensee’s Licensee Users shall maintain the confidentiality of all Global Index Lens Authorization Information at all times. Licensee is solely responsible for all activities that occur from use of the Global Index Lens Authorization Information including activity or usage resulting from use of Global Index Lens Authorization Information by third parties other than Licensee.
17. MSCI Enhanced Index:
    1. If Licensee is licensed to receive both MSCI Enhanced Index and the applicable MSCI Core Modules from a third party vendor (and not directly from MSCI), then the following terms apply:
       1. Licensee’s subscription to the MSCI Enhanced Index via a third party vendor includes historical data but that historical data does not need to be deleted and purged on a rolling basis and can be used during the term of the applicable Order Form (in accordance with the terms and conditions of the Agreement). Accordingly, any terms or conditions applicable to Rolling History in this Services Supplement shall not apply with respect thereto.
       2. Licensee’s subscription to the MSCI Enhanced Index via direct delivery from MSCI does not include any history/Rolling History. Accordingly, if Licensee at any time ceases to receive the MSCI Enhanced Index from a third party vendor and receives only the MSCI Enhanced Index via direct delivery from MSCI, then any terms or conditions applicable to Rolling History in this Services Supplement shall apply with respect thereto.
    2. If Licensee is licensed to receive only MSCI Enhanced Index (and no applicable MSCI Core Module) from a third party vendor (and not directly from MSCI), then the following terms apply:  Licensee’s subscription to the MSCI Enhanced Index via a third party vendor includes historical data but that historical data does not need to be deleted and purged on a rolling basis and can be used during the term of the applicable Order Form in accordance with all terms and conditions of the Agreement.
    3. If Licensee is licensed to receive only MSCI Enhanced Index (and no applicable MSCI Core Module) directly from MSCI (and from a third party vendor), then the following terms apply:  Licensee shall delete and purge (i) on an annual basis, all monthly data contained in MSCI Enhanced Index and (ii) on a monthly basis, all daily data contained in MSCI Enhanced Index.
18. MSCI Index API:
    1. Licensee may use the MSCI Index API to access the Index API Licensed Services in accordance with the applicable Order Form and the applicable agreement(s) for such Index API Licensed Services. “Index API Licensed Services” means the relevant Services licensed under any then current valid Order Form, Schedule A or other valid written agreement.  Index API Licensed Services are not automatically permissioned in the MSCI Index API. Licensee acknowledges and agrees that: (i) there are no service levels regarding the availability of any Index API Licensed Services via the MSCI Index API and (ii) all Licensed Services may not be available via the MSCI Index API. 
19. MSCI Global Digital Assets Indexes:
    1. Licensee acknowledges that neither the MSCI Global Digital Assets Indexes nor any data contained therein constitutes an offer to sell (or a solicitation of an offer to buy), or a promotion or recommendation of, any security, other assets, financial product or other investment vehicle or any trading strategy, and none of MSCI, MSCI Group or any other third party involved in or related to compiling, computing or creating any MSCI index, data or services (collectively, the “MSCI Parties”) endorses, approves or otherwise expresses any opinion regarding any issuer, securities, other assets, financial products or instruments or trading strategies linked to or based on any MSCI Global Digital Assets Index.
    2. Licensee is solely responsible for compliance with any laws, rules and regulations applicable to Licensee or its products or services.
    3. Licensee acknowledges that MSCI Global Digital Assets Indexes do not, and are not intended to, constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such.
    4. Historical data and analysis in, from or about MSCI Global Digital Assets Indexes should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.
    5. If any MSCI Global Digital Assets Index includes or uses a reference or component index, the relevant component index administrator and details of the reference or component index methodology or similar document with which that index may be updated will be set out in the applicable MSCI Global Digital Assets Index methodology (accessible on www.msci.com).