Please read these MSCI terms of use carefully before using this website or any applicable services from MSCI.

Last Revised: December 14, 2023

These Terms govern your access to and use of this Website and Services, as defined below. “You”, “your” “Client” or “Licensee” mean you, your employer and any other entity on whose behalf you are acting. Your use of the Services signifies your agreement to the Terms with MSCI Inc. (on behalf of itself and its Affiliates) and MSCI ESG Research LLC (with respect to ESG & Climate Services). If you do not agree, do not use the Services.

These Terms do not override any Separate Agreement that You have in place with an MSCI Group entity in the event of any conflict between such Separate Agreement and these Terms (excluding any provisions addressing conflicts).

1. Definitions

   1. "Affiliate" means, with respect to a party, any entity controlling, controlled by or under common control with the party. An entity is controlled by a party when the party directly or indirectly holds a majority ownership interest (meaning over 50%) in the entity. An entity is under common control with a party when such entity is directly or indirectly majority-owned by another entity that also directly or indirectly holds a majority ownership interest in the party.

   2. "API" means an application programming interface or other communication channel provided by any MSCI Group member.

   3. "Authorization Information" means a username, password, API details, or other information or credentials needed to access or use an API, portal, website, application, mobile app, or other product or service provided by or on behalf of any MSCI Group member.

   4. "Electronic Notice" means a notice or communication transmitted via email or other electronic or similar process.

   5. "MSCI" means MSCI Inc. or MSCI ESG Research LLC, as described above.

   6. "MSCI Group" means MSCI and its Affiliates.

   7. "Order Form" means an agreed “Order Form,” “Addendum,” “Order,” “Schedule,” “Permission Letter,” and other terms or agreements related to a Service, each of which references or incorporates this TOU. An Order Form may be agreed as requested by MSCI, including through an MSCI-designated e-signature service (such as Adobe Sign or DocuSign) or other standard process of MSCI for transacting with its customers. The TOU that is in effect when an Order Form is agreed will remain in effect with respect to that Order Form for its duration regardless of any subsequent modification to the TOU.

   8. "Separate Agreement" means a distinct and independent agreement between the parties for services that does not reference or incorporate this TOU.

   9. "Service" or "Services" means the services or products (or any portion thereof), and other information, content or materials that are provided via Websites or that are licensed via Order Forms, including (i) any software, analytics, applications (including MSCI and third party hosted services) or APIs, (ii) any data management (including data collection or integration), reporting or analysis, (iii) any data, indexes, analysis, research, ratings, reports, publications, models, information or other content, (iv) any professional, consulting, implementation or support services, (v) any other content, products or services, identified or delivered by MSCI, including any Confidential information of MSCI and third party data and (vi) the Website, as defined below.

   10. "Terms" means this TOU and any Order Forms hereunder.

   11. "TOU" means these terms of use. The TOU that is in effect when an Order Form is agreed will remain in effect with respect to that Order Form for its duration regardless of any subsequent modification to the TOU. MSCI otherwise reserves the right to modify this TOU and it is your responsibility to regularly review them. MSCI will release changes to this TOU in a newly dated version.

   12. "Website" means this website, and any other websites, platforms, or applications operated by MSCI that reference or link to this TOU.

2. License and Use of Services

   1. License. Subject to the Terms, MSCI grants Client a non-exclusive, non-assignable, non-sublicensable, revocable license only to access and use any Services (1) when the Services are not subject to an Order Form, only internally for non-production purposes; or, alternatively, (2) when the Services are subject to an Order Form, as set forth in the Order Form.

   2. Order Forms. MSCI, Client or their Affiliates may enter into an Order Form and the parties to the Order Form will be subject to this TOU. When an Affiliate of Client or MSCI agrees to an Order Form, it will reference this TOU, and all references to Client or MSCI, as applicable, in this TOU will be deemed to mean such Affiliate(s) for purposes of such Order Form.

   3. Free Services & Trials. MSCI may offer Client or its Affiliates access to free additional Services and trials that shall be subject to this TOU and any accompanying terms of use that may apply. The provision of free additional Services and trials is at MSCI’s discretion and may be terminated at any time.

   4. Restrictions on Use. Unless expressly permitted in the applicable Order Form, Client may not: (i) access or use a Service beyond any limits or other restrictions in the applicable Order Form, including with respect to licensed users, business units, locations, client segment type(s), product group(s), Permissioned Affiliate(s) (as defined below), or other Service parameters, or beyond any manner otherwise expressly permitted thereunder, (ii) modify, adapt, translate, copy, decompile, reverse engineer, populate a database, or create derivative works based on a Service, (iii) permit any unauthorized service provider or third party to access, use or resell a Service, (iv) redistribute, resell or otherwise transfer, commercially exploit or make available a Service to any other person or entity, including by loan, rental, service bureau, application service provider, hosting, cloud service, whitelabel, external time sharing or other arrangement, (v) use a Service in connection with developing or offering any competing service or otherwise in connection with or in furtherance of a service that competes or aims to compete with the MSCI Group, (vi) remove, alter, or obscure any copyright or other notices or disclaimers from a Service, or (vii) knowingly use a Service in a manner that causes damage to the Service or MSCI or impairs the availability, functionality or delivery of the Service.

   5. Verification. Upon MSCI’s request, an authorized officer of Client shall certify in writing that Client’s and its Affiliates’ use of the Services has been in compliance with the Terms during the period specified by MSCI. Upon thirty (30) days’ notice (or any shorter timeframe requested by MSCI if it suspects a breach has occurred), MSCI or its representative may review Client’s and its Affiliates’ relevant records and systems to verify compliance with the Terms (collectively, a “Verification”). During and up to twelve (12) months after the expiration or termination of the Terms, MSCI may conduct a Verification of each Service. Such Verification shall be limited to no more than once during any twelve (12) month period, unless MSCI has reasonable suspicion of a breach. Any information obtained by MSCI during the Verification will be treated as Client’s Confidential Information to be used only in connection with the Verification. MSCI will conduct the Verification subject to reasonable security requirements that do not frustrate the Verification. Client shall cooperate with any reasonable requests of MSCI to facilitate a Verification.

   6. Permissioned Affiliates. If an Order Form permits access to or use of a Service by a Client Affiliate that is not the entity that agreed to the Order Form (a “Permissioned Affiliate”): (i) Client will require the Permissioned Affiliate to agree to and comply with the Terms (or else MSCI may suspend its access to and use of the applicable Service, without limiting MSCI’s rights and remedies under the Terms), and its accessing or using of the Service signifies its agreement thereto, (ii) Client shall be responsible for any breach by the Permissioned Affiliate, and (iii) the Permissioned Affiliate may access the Service only as long as it continues to be a Client Affiliate. Any entity that becomes a Client Affiliate after the date an Order Form is entered into, shall not be a Permissioned Affiliate thereunder.

   7. Recognition of Rights. Client acknowledges that: (i) the Services constitute intellectual property and proprietary information of substantial value to the MSCI Group and its third party providers, (ii) all title and ownership rights in and to the Services remain exclusively with the MSCI Group and its third party providers, and (iii) Client and its Affiliates receive no proprietary rights in or to the Services. Client shall not, and shall cause its Affiliates and agents to not, directly or indirectly (1) challenge or contest, or assist any third party in challenging or contesting, that the Services constitute the enforceable proprietary property and intellectual property of the MSCI Group or its third party providers or the validity of such rights or required license, or (2) assert, or assist any third party in asserting, any rights in any Service. Client shall inform MSCI as to its knowledge of any actual, threatened or suspected unauthorized use or disclosure of any Service and shall take any steps reasonably requested by the MSCI Group to cooperate with respect thereto.

   8. No Use of Services for Unlicensed Financial Products. Unless expressly authorized by MSCI in an Order Form, Client and its Affiliates shall not use or allow use of any Service in connection with issuing, writing, calculating, pricing, creating, managing, enhancing, optimizing, selling, advising, redeeming, marketing, sponsoring or promoting any Financial Product (as defined below) directly or indirectly linked to, tracking, intended to track or incorporating in any manner (including passively or by enhancing, optimizing or using any index levels or constituents in relation to any returns), in whole or in part, any index or data, or any portion, combinations or derivatives thereof. “Financial Products” means securities, commodities, currencies, real estate, digital assets, certificates, deposits, and any other forms of assets or investments, including funds (including exchange traded funds, mutual funds, and privately managed funds), managed accounts, synthetics or derivatives (including structured products, options, warrants, swaps, guaranteed products, futures, forwards and contracts for differences), insurance products, annuities, portfolios, baskets, separately managed accounts or other financial or investment instruments, structures, vehicles or products now known or developed in the future, whether listed on an exchange or traded over the counter or on a private placement basis or otherwise.

3. Fees

   1. Client shall pay MSCI the fees due under each Order Form, including any overages (the “Fees”). The Fees are subject to change by MSCI on notice to Client at least sixty (60) days prior to, and effective at the commencement of, the next Renewal Term (as defined below) for the applicable Service. All Fees are non-refundable and due within thirty (30) days from the date of the applicable invoice. Annual Fees shall be paid annually in advance unless otherwise set forth in the Order Form; and any one-time Fees shall be invoiced by MSCI pursuant to an agreed Order Form and shall be paid by Client in accordance with the Terms. In the event specific payment application instruction is not provided by Client to MSCI, MSCI may apply any cash payment received to the oldest outstanding invoice(s) first. Where Client elects to have any invoices due under an Order Form sent to a third party, if the third party declines to pay for the Fees for such Services, Client will be liable for the entire payment due under such Order Form.

   2. Client shall pay interest computed at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, on any amounts due that are remitted more than thirty (30) days after the invoice due date. If a Verification finds an underpayment of more than five percent (5%) of the Fees owed for a Service, the reasonable cost of the Verification (including for travel) shall be paid by Client.

   3. Client shall owe and promptly pay any applicable taxes in respect of the provision of the Services, other than taxes based on MSCI’s income. All Fees quoted in an Order Form are quoted net of sales taxes, including but not limited to VAT, GST and other forms of national ad valorem taxes, and except as otherwise explicitly provided, Client is responsible for payment of all such taxes. Client, to the extent required by law (and as reduced by any applicable double tax treaty), may withhold tax from amounts payable under the Terms, and shall promptly deliver to MSCI a certificate of tax withheld.

4. Service Delivery

   1. An MSCI Group member will provide Client with access to the Services directly and/or through an authorized third-party distributor (collectively, “Delivery Method(s)”). Delivery Method(s) are subject to (i) Client maintaining then-current license agreements with MSCI or any applicable relevant third party, (ii) then-current availability of the Services via the applicable Delivery Method(s), (iii) usage of the Services via MSCI or such third-party Delivery Method(s) by Client in accordance with the Terms and/or any third-party distributor terms, and (iv) payment of applicable delivery charges, if any; provided that the Terms shall control with respect to Client’s use of the Services in the event of a conflict with any third-party distributor terms. Client may request to add additional Delivery Methods from MSCI or third-party distributors from time to time by sending an email to its account representative. If such request is accepted by MSCI, then MSCI will confirm via email any approved additional Delivery Methods, which will be subject to these Terms.

   2. An MSCI Group member may provide Client with Authorization Information to use the Services or Delivery Methods. Client will (i) protect all Authorization Information including complying with MSCI’s reasonable security procedures, (ii) be solely responsible for any activities that occur from the use or misuse of Authorization Information due to no fault of MSCI, (iii) not permit licensed users to share individual Authorization Information, and (iv) immediately notify MSCI of applicable personnel changes. MSCI may suspend or terminate access to Services in the event of actual or suspected unauthorized use of Authorization Information.

   3. It is Client’s sole responsibility to back up its data (including its client data) and to procure, install, maintain, carry out and pay for any equipment and technology upgrades, refreshes and replacements of its equipment, platform, network, computers, software, communications connections and facilities on or through which any Services are received, accessed, transmitted or used by Client (collectively, “Client Facilities”). MSCI is not responsible for (i) Client Facilities, including loss of information, (ii) any distributors of any Service or third party Delivery Methods, including to or through any Client Facilities, (iii) transmission of any Service beyond the point of MSCI's computer facilities, or (iv) any communication delays, interruptions or failures of any Service or Delivery Methods. Client acknowledges that the internet and other means of communication may be unreliable, unsecure, and subject to capacity constraints and unpredictable outages or slowdowns. MSCI cannot and does not guarantee continuous, uninterrupted, secure access to the Services.

   4. MSCI may (i) cease or suspend compiling, distributing or offering any part of the Services, (ii) make changes in the titles, names, format, organization or content of the Services, (iii) alter or discontinue any communications facilities or distributors that disseminate the Services, and (iv) cease or suspend Client’s access to any Website.

5. Termination

   1. The term of this TOU shall commence on the earlier of Client’s access to or use of any Services or the effective date of an Order Form. For Services that are subject to an Order Form, the term of such Order Form shall be as set forth therein, commencing on the effective date of such Order Form. Unless otherwise indicated in the applicable Order Form, (i) the initial term and any renewal terms (each such renewal term, a “Renewal Term”) shall each be twelve (12) months and (ii) each Order Form shall be automatically extended for successive Renewal Terms unless notice of non-renewal is given by either party at least thirty (30) days before the end of the then-current term. Each Renewal Term shall be subject to the Fees for the applicable Services invoiced or notified in advance by MSCI pursuant to the Terms, unless otherwise specified in an Order Form. If any Order Form is terminated for any reason: (1) Client shall pay all amounts due and owing to MSCI as of the effective date of such termination, and (2) except as set forth herein, Client shall not be entitled to any refund or credit of Fees paid or payable.

   2. An Order Form (in whole or in part with respect to any one or more Services) may be terminated as follows unless otherwise specified in the applicable Order Form:

      1. By MSCI at any time thirty (30) days following written notice to Client (or shorter as required by law, regulation, rule or a third party provider) in which event MSCI shall credit Client with the pro-rata portion of any pre-paid Fees (representing the unused portion of such Fees) for any Service terminated under this sub-Section 5(b)(i);

      2. By either party without cause on written notice to the other party with respect to Services under an Order Form at least thirty (30) days prior to commencement of the Renewal Term, which shall be effective as of the end of the then-current term;

      3. By MSCI immediately on written notice to Client (x) if Client fails to cure any breach of the Terms (except the failure to pay any amount due) within thirty (30) days after receipt of notice thereof or (y) if Client breaches the Terms in a manner incapable of cure;

      4. By MSCI at least ten (10) days following written demand to Client, if Client shall have failed to pay any amount due hereunder (without limiting the foregoing, MSCI may suspend the relevant Services ten (10) days following written demand to Client until full payment is received); and

      5. By Client immediately on written notice to MSCI with respect to Services under an Order Form when MSCI is in material, uncured breach with respect to such Services for more than thirty (30) days after its receipt of notice thereof.

   3. MSCI may terminate this TOU and any Service not subject to an Order Form at any time, provided that any separate then-current Order Form will survive until it is terminated or expires and this TOU will survive with respect to any such Order Form(s) through their termination or expiration.

   4. Upon termination of the Terms or any Service for any reason, Client shall destroy (or upon MSCI’s written request return to MSCI) all copies of the relevant terminated Services (the “Terminated Services”) in Client’s or its Affiliates’ possession or control and cease accessing any Service (including any Website). An authorized officer of Client shall deliver to MSCI a written certification of such destruction and cessation of access. Notwithstanding the foregoing, Client may retain such copies of the Terminated Services (but may not use them) to the extent that: (i) Client reasonably determines that it is required by applicable law or regulation to retain such copies; or (ii) it would be unduly burdensome to return or destroy such copies which are commingled with other data in Client’s data backup files. Nothing contained in this Section shall prevent Client from using data-backup files containing the Terminated Services to restore lost data of Client provided that if copies of any Terminated Services are created as a result of such use of the data-backup files, such copies of any Terminated Services shall be destroyed.

6. Confidentiality

   1. Each party and its Affiliates shall hold in strict confidence all Confidential Information of the other party and its Affiliates disclosed to them hereunder. Neither party nor its Affiliates, alone or by acting in concert with others, shall access, disclose or otherwise make available the Confidential Information of the other party or its Affiliates except as permitted by the Terms or upon written direction by the other party. Each party and its Affiliates shall protect the Confidential Information of the other party and its Affiliates using the same degree of care that it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care. Notwithstanding the foregoing, each party and its Affiliates may disclose Confidential Information of the other party or its Affiliates as follows:

      1. solely when required to be disclosed under an order of a court of competent jurisdiction, agency or governmental body, or by any law, rule, subpoena, or other administrative or legal process, provided that when not prohibited by law, the receiving party provides the disclosing party with sufficient opportunity to oppose such disclosure; or

      2. in connection with any judicial or other proceeding involving the Terms or the Services, provided that the receiving party uses reasonable efforts to obtain confidential treatment of any such information disclosed

   2. MSCI also may disclose Confidential Information to its Affiliates and service providers under confidentiality obligations consistent with those herein, in which event MSCI will remain responsible for the confidentiality of the Confidential Information. Client (x) may disclose or access Confidential Information of the MSCI Group only when permitted in an Order Form and subject to confidentiality obligations herein, and (y) will continue to be responsible for the confidentiality of any Confidential Information it discloses hereunder.

   3. “Confidential Information” means (i) with respect to Client and its Affiliates, any specific assets and holdings of its portfolios provided to MSCI in its use of the Services, and (ii) with respect to MSCI and its Affiliates, the Services, MSCI’s business information (including Fees, pricing, product plans, and user interfaces), Authorization Information, or Order Form (including the Fees), and all data compiled, enriched or created by MSCI (or third parties) or made available through the Service, other than data entered into the Service by Client.

   4. Exclusions. Without limiting any restrictions under the Terms regarding access to or use of the Services, the following are excluded from the definition of Confidential Information: (i) information known by the receiving party without obligation of confidentiality that was not received from any person or entity in breach of a duty of non-disclosure, (ii) information that is publicly available through no breach of the Terms, and (iii) information that the receiving party developed independently from publicly available sources.

7. Disclaimer and Liability

   1. No Warranties: ALTHOUGH THE MSCI GROUP SHALL OBTAIN INFORMATION FOR INCLUSION IN THE SERVICE(S) FROM SOURCES THAT MSCI CONSIDERS RELIABLE, THE SERVICE IS PROVIDED ON AN "AS IS" BASIS ONLY AND NEITHER MSCI, ANY OF ITS AFFILIATES, ANY OF ITS OR THEIR DIRECT OR INDIRECT INFORMATION PROVIDERS NOR ANY THIRD PARTY INVOLVED IN, OR CONTRIBUTING OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY SERVICE (ALL OF THE FOREGOING COLLECTIVELY, THE "SERVICE CONTRIBUTORS") MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE(S), THE TIMELINESS THEREOF, THE RESULTS TO BE OBTAINED BY ITS USE, AVAILABILITY, LACK OF ERRORS, OR ANY OTHER MATTER. THE SERVICE CONTRIBUTORS EXPRESSLY DISCLAIM, AND CLIENT AND ITS AFFILIATES WAIVE, ANY IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, CONSISTENCY, SECURITY, TIMELINESS, UNINTERRUPTED OR UNINTERCEPTED DELIVERY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

   2. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THE TERMS TO THE CONTRARY, EXCEPT FOR THE EXCLUDED CLAIMS (DEFINED BELOW), TO THE MAXIMUM EXTENT ALLOWED BY LAW, MSCI SHALL HAVE NO LIABILITY FOR ANY DIRECT DAMAGES IN THE AGGREGATE IN EXCESS OF FEES DUE AND PAID BY CLIENT FOR THE AFFECTED SERVICES IN RESPECT OF THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE ON WHICH SUCH LIABILITY FIRST ACCRUED. SERVICE CONTRIBUTORS OTHER THAN MSCI SHALL HAVE NO LIABILITY FOR ANY DIRECT DAMAGES. NO SERVICE CONTRIBUTOR (INCLUDING MSCI) SHALL HAVE ANY LIABILITY TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL (INCLUDING LOSS OF USE, PROFITS OR REVENUES OR OTHER ECONOMIC LOSS OF CLIENT OR ANY THIRD PARTY), INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE TERMS, ITS PERFORMANCE OR BREACH, OR CLIENT’S OR ANY THIRD PARTY’S USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, WHETHER IN TORT, CONTRACT OR OTHERWISE, WHETHER THE SERVICE CONTRIBUTOR HAS BEEN ADVISED OF SUCH DAMAGES, AND WHETHER SUCH DAMAGES WERE FORESEEABLE.

   3. Excluded Claims. THE LIMITATIONS OF LIABILITY IN SECTION 7(b) DO NOT APPLY TO DAMAGES ARISING FROM: (I) WILLFUL MISCONDUCT OR FRAUD BY MSCI, OR (II) CLAIMS FOR WHICH INDEMNIFICATION IS REQUIRED UNDER ARTICLE 8. ANY DAMAGES PERMITTED TO BE SOUGHT UNDER THIS ARTICLE 7 AND THE INDEMNITY UNDER ARTICLE 8 ARE CLIENT’S AND ITS AFFILIATES’ EXCLUSIVE REMEDY.

8. Indemnification

   1. MSCI Indemnity. Subject to the Terms, MSCI shall defend, indemnify, and hold harmless Client and its officers, directors, managers, employees and other representatives (collectively, the “Client Indemnified Parties”) from and against any losses, damages, liabilities, settlements, judgments, costs and expenses, including reasonable attorneys’ and experts’ fees and costs (“Losses”), arising in any manner out of any third party claim, demand or action (“Claim”) that the Service infringes, violates, contravenes or breaches any patent, copyright or trademark or constitutes the misappropriation of a trade secret (collectively, “IP Infringement Claims”). Without limiting the foregoing, and notwithstanding anything to the contrary, if a Service becomes, or in MSCI’s reasonable opinion is likely to become, the subject of any IP Infringement Claim, then MSCI shall, in its sole discretion: (i) procure for Client the right to continue using the Service as contemplated hereunder, (ii) modify the Service to render it non-infringing, (iii) replace the Service with a functionally equivalent non-infringing Service, or (iv) terminate the license to the Service and provide Client with a pro rata refund of any prepaid but unused Fees for the Service. The indemnity obligation in this Section shall not apply to any IP Infringement Claims based on or related to any Client or third party data, software (including any open source or public software), hardware or process. This Section sets forth Client’s sole and exclusive right and remedy for IP Infringement Claims.

   2. Exceptions to MSCI Indemnity. Notwithstanding anything to the contrary, MSCI shall have no liability or indemnification or other obligation to Client to the extent any IP Infringement Claim arises from or in connection with: (i) Client’s use of a non-current version of the Service when the current version made available to Client would have avoided the alleged infringement, (ii) Client’s modification of the Service, (iii) Client’s use of the Service in combination with any data, software or other application, product, content or process not provided by MSCI (the combination of which is the subject of the IP Infringement Claim), (iv) any compliance by MSCI with Client’s directions, designs, specifications or modifications, (v) Client’s use of the Service other than as set forth in the Terms or (vi) Client’s use or inability to use any free Service, unless MSCI explicitly agrees otherwise.

   3. Client Indemnity. Client shall defend, indemnify, and hold harmless each Service Contributor (which includes the MSCI Group) and any of their respective officers, directors, managers, employees and other representatives (collectively, the “MSCI Indemnified Parties”) from and against any Losses arising in any manner out of any Claim relating to or arising from or in connection with (i) any use of, or inability to use, any Service (including, for example, use related to distribution, analyses, reports, research, investments, asset allocation, advice, recommendations, decisions, portfolios or investment products) or (ii) any breach by Client or its Affiliates of any provision contained in the Terms.

   4. Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party of any indemnifiable Claim (although failure to do so will only relieve the indemnifying party of its obligations hereunder to the extent the indemnifying party was prejudiced thereby). The indemnified party shall have the right, at its own expense, to participate in the defense of any such Claim. The indemnifying party shall have full control over the defense of any such Claim. The indemnifying party shall have total control over all negotiations for the settlement or compromise of a Claim which such party is required to defend or handle under this Article 8, provided that such settlement or compromise is solely monetary in nature. Without limiting the generality of the foregoing, the indemnifying party may not, without the indemnified party’s prior written consent, settle, compromise or consent to the entry of any judgment in any such Claim, unless such settlement, compromise or consent: (i) includes an unconditional release of the relevant indemnified party from all liability arising out of such Claim, (ii) makes no statement as to, nor an admission of, fault, culpability or failure to act by or on behalf of, the relevant indemnified party, and (iii) does not include any restrictive covenants or otherwise adversely affect the relevant indemnified party. Each party shall cooperate, and cause their respective Affiliates to cooperate, in any indemnified Claim hereunder.

9. Notices

   1. Notices. The parties may send Electronic Notices in connection with the Terms and any other existing or future agreements. Electronic Notices shall be effective as to the receiving party upon delivery to a representative of the party with apparent authority to receive it. Electronic Notices will not be sufficient to provide contractual notice of a breach, a termination, or any event requiring indemnification, which each shall (i) require both sending an Electronic Notice and delivering a hard copy to the respective party receiving notice, care of “General Counsel” and (ii) be effective upon delivering the hard copy by hand or via courier with a receipt confirming delivery. Notwithstanding the foregoing, if it is not reasonably feasible to deliver a hard copy of a notice, an Electronic Notice will suffice.

   2. Privacy Notices. Applicable information regarding the MSCI Group’s processing of personal data is published by MSCI (currently available at www.msci.com/privacy-pledge).

   3. Third Party Notices. Terms in third party notices published by MSCI (currently available at www.msci.com/msci-third-party-notices) apply to third party data, software (including any open source or public software) and other materials utilized or provided in connection with any Service. Each third party provider is a third party beneficiary that can enforce the relevant provisions of the Terms and any such published additional provisions with respect to Client and its Affiliates. Each such third party data or platform provider may charge additional fees to Client directly or to MSCI Group members for permission to access relevant market data or platforms that MSCI may pass through to Client or its Affiliates.

   4. Notice of Disclaimers. Client will prominently link to or copy the notices and disclaimers posted on www.msci.com/notice-and-disclaimer (or other location designated by MSCI) when external or internal distribution of the Service or any portion thereof is permitted pursuant to an Order Form, provided Client shall use any forms of disclaimers that have been specifically agreed with MSCI in lieu of those posted unless otherwise permitted or directed by MSCI. MSCI will provide Electronic Notice of any significant changes to the disclaimers posted and will provide a reasonable transition period for clients to update them (and consider any reasonable requests for extensions). Upon MSCI’s request, Client shall provide MSCI with a copy of, or access to, any materials required to include a notice or disclaimer to determine compliance herewith and make any required changes.

10. General

    1. MSCI ESG Research Services. The following terms apply solely for the benefit of Client with respect to Services identified by MSCI as provided by MSCI ESG Research LLC (“MSCI ESG”), a Registered Investment Adviser under the Investment Advisers Act of 1940 (the “Act” and such Services, “ESG Research Services”): (i) Client does not waive or limit its rights under applicable securities laws, or if applicable, ERISA with respect to the ESG Research Services, (ii) MSCI ESG is subject to applicable notice and consent requirements to assign its obligation to provide the ESG Research Services, (iii) MSCI ESG may deliver electronically information that is required by law or regulation to be disclosed to Client, (iv) Client shall have access to MSCI ESG’s disclosure brochure required by the Act (Rule 204-3) (“Disclosure Brochure”) via MSCI ESG’s website or such other site or means as MSCI ESG may identify, as well as through the SEC’s website (currently at www.adviserinfo.sec.gov); and (v) Client may revoke its consent to electronic delivery by MSCI ESG at any time or request a hard copy of any document.

    2. No investment advice or guarantees. The Services (i) do not promise or guarantee compliance with any law or regulation, (ii) do not constitute an offer to sell (or a solicitation of an offer to buy), any security, financial product or other investment vehicle or any trading strategy, (iii) are not warranted to produce any investment results or returns, (iv) are impersonal and not tailored to the needs of any person, entity or group of persons, (v) do not constitute investment advice, except for applicable ESG Research Services identified in the MSCI ESG Disclosure Brochure, (vi) do not recommend or endorse any issuer, securities, financial products or instruments or trading strategies and (vii) cannot in and of themselves be used to determine which securities to buy or sell or when to buy or sell them. Client is solely responsible for its use of the Services and determining whether such use satisfies any legal or regulatory requirements applicable to its businesses or use of the Services. Client shall not violate any such laws and regulations, including any applicable export control laws requiring a license to export or re-export a Service or data.

    3. MSCI Client Portal. Client will use communication methods established by MSCI, including via (i) email or (ii) a designated Website or application, each as reasonably directed to timely provide requested contact data, invoicing and billing information, and other information relating to its account and agreements with MSCI, such as any required periodic reporting. Additional terms of use consistent with this TOU may apply.

    4. MSCI Aggregated Data. The MSCI Group may use and distribute any Aggregated Data in connection with any of its Services notwithstanding anything to the contrary. “Aggregated Data” means data provided or made available to the MSCI Group by or on behalf of Client that is both aggregated and anonymized by the MSCI Group in a manner such that it does not identify Client in relation to the data.

    5. No Assignment. Client may not assign any of its rights or obligations under the Terms (including by operation of law or change of control) without MSCI’s prior written consent, and any attempt to do so without consent shall be null and void. If Client is acquired by, acquires or merges with any entity or business that would result in increased usage under an Order Form, notwithstanding anything to the contrary Client must obtain MSCI’s written consent prior to such increased usage of the applicable Service.

    6. Severability. If any provisions of the Terms shall for any reason be held to be unenforceable by a competent court, the other provisions shall remain in full effect, and the unenforceable provision shall be replaced by an enforceable one that comes closest to the intent underlying such provision.

    7. Entire Agreement. Except as otherwise expressly provided herein, the Terms supersede all prior agreements and understandings and constitute the complete agreement and understanding between the parties with respect to the subject matter hereof.

    8. No Waiver. No breach or threatened breach of the Terms by a party shall relieve the other party of any obligations or liabilities hereunder, without limiting the parties’ termination rights under Article 5. Notwithstanding anything to the contrary, including any communication, action, inaction, tacit agreement or dealing that is not consummated as provided hereunder, any forbearance or delay on the part of either party in enforcing any provision of or rights under the Terms shall not be construed as a waiver of such provision or rights or of a right to fully enforce such provision or rights with respect to such occurrence or any future occurrence.

    9. Third Party Rights. Except for the Service Contributors, MSCI Indemnified Parties, and Client Indemnified Parties (as provided in Section 8(a)) as set forth herein, no other person is intended, or shall be deemed, to be a beneficiary of any provision of the Terms.

    10. Force Majeure. Neither party shall be responsible for any delay or failure in the performance of its obligations under the Terms or with respect to the Services resulting from circumstances preventing performance hereunder beyond the reasonable control of the non-performing party, including any act of God, act of governmental authority, act of public enemy or computer or system failure, or due to war, terrorism, riot, fire, civil commotion, insurrection, labor difficulty (including any strike, or other work stoppage or slowdown), pandemic, or severe or adverse weather conditions or climate events such as floods, hurricanes, tornados and wildfires; provided, however, that no such act shall relieve Client from its obligations to pay any Fees due hereunder.

    11. Claims. The Terms shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to its choice of laws principles. The parties hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the Borough of Manhattan, New York City for the purposes of adjudicating any matter arising from or in connection with the Terms. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THE TERMS OR ANY RELATED DEALINGS OR TRANSACTIONS BETWEEN THEM. No action, regardless of form, arising out of or relating to the Services may be brought by Client or its Affiliates more than one year after the cause of action has accrued. A printed version of the Terms shall be admissible in judicial or administrative proceedings.

    12. Equitable Relief. Client acknowledges that a breach of its obligations hereunder, other than payment obligations, may result in irreparable and continuing damage for which monetary damages may not be sufficient, and agrees that MSCI will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction. All remedies of MSCI are cumulative and in addition to and not in lieu of any other remedy at law or in equity.

    13. Survival. Any provision of the Terms which, by its nature, would survive termination shall survive any termination, including Sections 2(c)-(h), 4(b)-(d), and 5(d) and Articles 3, 6, 7, 8, 9 and 10 hereof.

    14. Precedence. In the event of a clear conflict between the express terms of an Order Form and this TOU, the Order Form will take precedence with respect to the Services covered by the Order Form. Notwithstanding anything to the contrary, the provisions of this TOU take precedence over those of any other existing or future agreement or Separate Agreement between or among the parties and their respective Affiliates with respect to the provision of free services and trials, the process for entering Order Forms, Article 9, and Sections 10(a)-(d) hereof.

    15. Titles. Heading titles have no legal effect and are only for convenience.

    16. Informed Agreement. The Terms shall not be construed in favor of or against any party by reason of the extent to which the party or its professional advisors participated in its preparation.

    17. Additional Definitions. The term “including” means including but not limited to, “or” means and/or, and “terms” means terms and conditions. MSCI and Client (as defined herein) are each referred to individually as a “party” and collectively as the “parties”. The term “third party” means any entity not a party to this Agreement and “third party data” means any information supplied to MSCI by a third party and is provided to Client or used in connection with a Service.

    18. Website Notification of Infringement. MSCI designates the following agent to receive notifications of claimed infringement by the Website under Section 512(c)(2) of the Copyright Act: Robert Gutowski, General Counsel, MSCI, 7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York, 10007, USA; fax: +1 212 804-1571; robert.gutowski@msci.com.

    19. Website Links. Links to additional terms for Services are posted on the Website, including www.msci.com/legal, such as:

        • Services Supplements. Additional terms apply to your access or use of specific Services: https://www.msci.com/legal/services-supplements.

        • Data Contributor Services. Additional terms apply to your provision of data, including relating to assets or funds, specifically for use in the Services: https://www.msci.com/legal/data-contributor-terms.

        • Client-Provided Data Services. If you provide MSCI with any data or information relating to assets and/or funds and/or other data, such as but not limited to details of the assets, holdings, relevant properties, tenancies, transactions and other investments of Client or managed, administered, supervised or advised (directly or indirectly) by Client, these Additional Terms apply: https://www.msci.com/legal/client-provided-data-terms.

        • Mobile Application Services. Additional terms apply to your use of a mobile application provided by MSCI: https://www.msci.com/legal/mobile-application-terms-of-use.

    20. Third Party Website Links. The Website may contain certain content, links to, and be linked from, third party websites (the “Sites”) and may include materials or content from third parties. These links, Sites, and/or materials are provided only as a convenience. Accordingly, MSCI has not tested any information, software or product found on any of the Sites and therefore makes no representations concerning the content of any Sites or materials contained therein. The inclusion of any link, Sites, or third-party materials is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by MSCI of any information contained in any Site. Because MSCI has no control over the Sites and/or materials, in no event shall MSCI be responsible for any information contained on any Site or for your use of or inability to use such Sites or materials, nor for any damages you incur, either directly or indirectly, as a result of such use of or inability to use. Terms and conditions of such Sites and the Sites’ privacy policies may be different from those applicable to your use of this Website.

    21. Website Marks. MSCI, Barra, RiskMetrics, IPD and other MSCI brands and product names, including all other marks and logos used in the Services are trademarks, service marks or registered trademarks of MSCI Group in the United States and other jurisdictions. Global Industry Classification Standard (GICS), GICS and GICS Direct are service or trademarks of MSCI and S&P Global Market Intelligence. The names and logos of other companies and third-party products or services mentioned herein may be the trademarks or service marks of their respective owners. You are prohibited from using any marks or logos for any purpose including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of MSCI or such third party which may own the marks or logos.