Date	Event Title	Location
06/10/2019	CRE Finance Council's Annual Conference	New York, N.Y.
06/04/2019	REITweek 2019 Investor Conference	New York, N.Y.
05/20/2019	IMN's Investors' Conference on CLOs & Leveraged Loans	New York, N.Y.

Terms and Conditions

Terms of Use

Table of Contents

Terms of Use Generally.
Copyrights, Trademarks and Service Marks.
Privacy Policy.
Access Restrictions.
Content Restrictions.
Links to Other Websites.
Disclaimers; Limitation of Liability; Indemnification; Exclusive Jurisdiction and Venue; Waiver of Jury Trial.
NRSRO Disclosures.
CUSIP® Information.

Terms of Use Generally.
1. These Terms of Use (the "Terms of Use") contain terms, provisions, covenants and conditions to which you are subject when you access or use any or all of this Website. You are also subject to applicable laws, rules and regulations when you access and use this Website. References herein to this "Website" means ratingagency.morningstar.com and all of its website content (the "Content"), including, without limitation, any and all credit ratings and other opinions, services, products, software, reports, information, data and other content displayed, provided or accessed by or through ratingagency.morningstar.com. This Website is the property of, and is operated by, Morningstar Credit Ratings LLC ("Morningstar"). Morningstar is a nationally recognized statistical rating organization ("NRSRO") as defined under applicable United States securities laws, rules and regulations. At any time the terms "credit ratings", "letter-grade ratings", "rating opinions", "rating outlook" or terms of similar import are used in this Terms of Use, each such term shall include all of the preceding terms collectively, as well as any other rating opinions provided by Morningstar.
2. Each time you access or use this Website, you thereby acknowledge and agree that you have read, understood and agreed to observe and be bound by the Terms of Use. If you do not agree to the Terms of Use, you may not use this Website.
3. The Terms of Use and this Website are subject to revision at any time, from time to time, with or without notice. In furtherance and not in limitation of the foregoing, the Terms of Use and this Website are subject to revision by reason of new laws, rules or regulations, or amendments, modifications or other changes to existing laws, rule or regulations, or interpretations thereof, any of which may be implemented or apply to any of the Terms of Use, this Website, NRSROs, Morningstar, or related items or matters at any time and may apply retroactively. The Terms of Use shall be interpreted, as determined by Morningstar, in a manner to comply with the foregoing.
4. Your rights to use certain pages or areas of this Website may be subject to a separate subscription or other form of agreement with Morningstar (each, a "Separate Agreement"). Your Separate Agreement governs in the event of any express conflict therein with the Terms of Use unless you receive notice and agree otherwise. For the avoidance of doubt, if your Separate Agreement is silent on terms covered by this Terms of Use, this Terms of Use governs such terms. Except as expressly provided by your Separate Agreement(s), if any, the Terms of Use represent your entire agreement with Morningstar with respect to this Website and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between Morningstar and you with respect to this Website.
Copyrights, Trademarks and Service Marks.
1. All Content is property that is owned by or licensed to Morningstar and is protected by copyright, trademark, service mark and other applicable intellectual property laws. All trademarks, service marks, images, logos and trade names published by this Website are proprietary to their respective owners and are protected by applicable intellectual property laws. Morningstar’s name and logo are its registered marks. Marks used in conjunction with Morningstar services and products are property of Morningstar. All other marks are the property of their respective owners. Any unauthorized use thereof is strictly prohibited. All rights reserved.
2. Morningstar and its licensors, as applicable, reserve and retain all proprietary rights in or to the Content and do not grant you any express or implied right in any Content. You may not delete or alter any copyright, trademark, service mark or other proprietary notices from any Content. Refer to Section 9 of the Terms of Use regarding CUSIP® Information.
3. You may not copy, reproduce, distribute, redistribute, transfer, transmit, retransmit, disseminate, sell, license, publish, display, broadcast, circulate, recompile, decompile, disassemble, reverse engineer, modify, alter, frame, store, archive or create any derivative of any Content without Morningstar’s express written consent. You may not access or use any Content other than for your private, non-commercial use (and for any such use you shall retain any and all such copyright, trademark, service mark or other proprietary notices contained therein).
Privacy Policy.
1. Each time you access or use this Website, you agree and consent to the applicability, to you, of Morningstar’s practices regarding the collection, retention and use of data and information from access or use of this Website.
2. Certain pages of this Website may request that you enter certain personal information, e.g., name, address, e-mail address, employer, job title, department, telephone or facsimile numbers, or other personal identifying information. Your responses to these requests are voluntary; however, if you do not provide the requested information and that information is required to access or use those pages or that area of this Website, you will not be able to access or use those pages or that area of this Website.
3. Morningstar will not sell or otherwise disclose your personal information to unaffiliated third parties without your permission, except as provided herein or as required or permitted by applicable law, for example, to comply with a subpoena or regulatory requirement or to protect against fraud or illegal activity. Morningstar reserves the right to view, review, monitor, record, and analyze data and information from access or use of this Website to the fullest extent permitted by applicable law. Such data and information may be subject to disclosure by or to law enforcement organizations, in connection with criminal investigation, prosecution or other matters, or by or to private parties, in civil litigation or other matters. Morningstar does not warrant or guarantee confidentiality of any communication, data, information or other item transmitted by means of the internet. You assume all risk with respect to your access or use of this Website or the internet.
4. Certain pages or areas of this Website cannot be accessed or used without a valid password. You are responsible to keep your password confidential and to not permit unauthorized use of this Website by the use of your password. You will immediately notify Morningstar if you become aware of any loss or theft of your password or any unauthorized use of your password. Morningstar reserves the right to delete or change a password at any time and for any or no reason.
5. Morningstar’s collection, retention and use of data and information from access or use of this Website may be undertaken or performed by Morningstar or service providers of Morningstar and may include the collection of domain names and e-mail addresses of Website visitors. Information may be aggregated to measure the number of visits, average time spent on this Website, pages viewed, and similar information. Morningstar reserves the right to compile and use aggregate data, and provide such aggregate data to third parties for statistical analysis. Morningstar may use this information to measure and analyze the use of this Website, to modify the content of this Website or to inform you about Morningstar products and services.
6. Morningstar may use "cookies" to track your visits to this Website. A cookie is small amount of data that is transferred to your browser by a Web server and can only be read by the server that gave it to you. A cookie functions as an identification card, recording your passwords, purchases and preferences. A cookie may be used to provide tailored information to you. Most browsers are initially set to accept cookies. You can set your browser to notify you when you receive a cookie, giving you the chance to decide whether to accept it. For Website pages that require an authorization, cookies are not optional. Users choosing not to accept cookies will probably not be able to access those Website pages. While Morningstar may use cookies to track your visit to this Website, and our servers automatically log the IP/Internet address of your computer, this information does not identify you personally and you remain anonymous unless you have otherwise provided Morningstar with personal information.
Access Restrictions.
1. Each time you access or use this Website, you: (a) acknowledge, understand and agree that you have only a limited, revocable, non-exclusive, non-transferable license to access or use this Website, at all times and in all events subject to, and conditioned upon your continued compliance with, the Terms of Use and all applicable laws, rules and regulations; (b) represent and warrant to Morningstar that you will not use this Website for any use or purpose that is unlawful or that is otherwise prohibited by the Terms of Use; (c) represent that you are at least 18 years old; and (d) agree not to:
  1. upload, post, e-mail or otherwise transmit to this Website: (a) any material that Morningstar deems to be unlawful, harmful, threatening, abusive, harassing, defamatory, misleading, deceptive, vulgar, offensive, obscene, pornographic, defamatory, hateful or invasive of the rights of any person (individual or entity); or (b) any computer code or file that contains any virus, worm, Trojan horse or other program that is likely to harm or impair this Website or the functioning of this Website;
  2. use any "deep-link," "scraper," "robot," "bot," "spider," "data-mining," "computer code" or any other automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of this Website;
  3. violate the restrictions in any robot inclusion headers on this Website or in any way bypass or circumvent any other measure employed to limit or prevent access to this Website
  4. violate the security of, or seek unauthorized access to, this Website or any related system, network or server, through hacking, password mining or any other means;
  5. obtain through any means by or through this Website any Content that Morningstar has not intentionally made available publicly or to you under your Separate Agreement;
  6. interfere with the functionality of this Website; or
  7. impose an unreasonable or disproportionately large load or burden on this Website or any related system, network or server, or, with respect to each of the foregoing, attempt to do so.
2. Your use of this website may be subject to sales, use or similar taxes. If you access or use this Website, Morningstar may invoice you, and you agree to pay, all such taxes that apply to your access and/or use.
Content Restrictions.
1. You acknowledge, understand and agree that: (a) all credit ratings and other opinions, services, products, reports, information, data and other Content are: (i) provided solely for information purposes and not as financial, investment, tax or other advice, (ii) subject to any and all qualifications, limitations and parameters enumerated in any related materials related to such ratings provided by Morningstar, any initial ratings letter and/or subsequent confirmation letters or surveillance information provided by Morningstar, and Morningstar’s policies and procedures and methodology; and (iii) subject to applicable laws, rules and regulation, and you agree to reasonably cooperate with Morningstar in the event your cooperation is needed to comply therewith; and (b) all credit ratings and other opinions and similar or related reports, information, data and other Content are mere opinions, nothing else, and that, with respect thereto, Morningstar does not waive any protections, privileges or defenses available under applicable laws, rules or regulations, including, without limitation, the First Amendment of the Constitution of the United States of America.
2. You acknowledge, understand and agree that, with respect to all Content that is based on or incorporates information and data provided by third parties ("Third-Party Information") including, without limitation, issuers, sponsors, arrangers, servicers, special servicers, trustees, asset managers, securities administrators, paying agents, data vendors, subcontractors, and other third-party sources of reports, information or data, including, without limitation, engineering reports, environmental reports, appraisals, and rent rolls : (a) each such third party is solely responsible for its respective Third Party Information including, without limitation, the accuracy, completeness or reliability thereof; (b) the provision of Third-Party Information is not intended, does not imply and shall not be construed as any form of recommendation or endorsement of or responsibility for any Third-Party Information; (c) no Third-Party Information has been verified by Morningstar; (d) ALL THIRD-PARTY INFORMATION IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, GUARANTY OR WARRANTY OF ANY KIND; (e) Morningstar has no responsibility or liability for or control over, third-party information; and (f) MORNINGSTAR DOES NOT WARRANT OR GUARANTEE, AND EXPRESSLY DISCLAIMS ALL LIABILITY, REPRESENTATIONS, GUARANTIES AND WARRANTIES (INCLUDING, WITHOUT LIMITATION, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) FOR OR WITH RESPECT TO ALL THIRD-PARTY INFORMATION.
3. You acknowledge, understand and agree that: (a) all and any preliminary or final Third-Party Information is solely for your convenience and may or may not be provided in connection with any transaction; (b) all information contained or incorporated by reference in any Third Party Information may not be accurate as of any date (other than, if applicable, the date set forth therein as the date of the information contained or incorporated by reference therein) and may be outdated, unreliable or inaccurate; (c) no Third Party Information has been updated since the date set forth therein and material events affecting the information contained or incorporated by reference therein may have occurred since such date; (d) Morningstar is under no obligation to supplement, update, provide, correct or disseminate any Third Party Information; (e) Third Party Information shall not constitute a solicitation, recommendation, endorsement or offer by Morningstar or any of its directors, officers, employees, agents, consultants or other representatives, or anyone else, to buy or sell any security or other financial instrument or investment; and (f) no Third Party Information (i) shall be distributed or redistributed, (ii) is intended for distribution or redistribution to, or use by, any person or entity in any jurisdiction or country where such distribution, redistribution or use would violate any applicable law, or (iii) may be relied upon for any purpose.
4. You acknowledge, understand and agree that: (a) you shall not rely on any Content as any form of advice or in making any financial, investment, tax or other decision or with respect to any other act or omission; (b) you assume sole responsibility and risk for evaluating the merits and risks associated with any financial, investment, tax or other decision based on any Content or any other act or omission based on any content; and (c) although Content may refer or relate to securities or other financial instruments or investments, including, without limitation, pools or loans, or real or other properties, neither you nor anyone else shall construe any Content as: (i) financial, investment, tax or other advice; (ii) a solicitation, recommendation, endorsement or offer by Morningstar or any of its directors, officers, employees, agents, consultants or other representatives, or anyone else, to buy or sell any security or other financial instrument or investment, including, without limitation, any pool or loan, or real or other properties; or (iii) "investment advice" within the meaning of US Department of Labor regulation 29 C.F.R Section 2510.3-21(c) under the Employee Retirement Income Security Act of 1974, as amended. With respect to any and all securities or other financial instruments or investments, past performance is not necessarily indicative, and is not guarantee of, future performance or results.
5. Neither Morningstar nor any of its directors, officers, employees, agents, consultants or other representatives: (a) provide financial, investment, tax or other advice; (b) shall have any liability to anyone for any Claims (as defined in Section 7.6 of the Terms of Use) that arise from or relate to any financial, investment, tax or other decision, act or omission based on any Content; or (c) is or shall be considered to be an investment adviser, investment manager or fiduciary, to any anyone, including, without limitation, any employee benefit plan or other plan, or otherwise. You shall not in any manner state, suggest or imply that Morningstar or any of its directors, officers, employees, agents, consultants or other representatives has acted or is acting as an investment adviser, investment manager or fiduciary to you or anyone else. You understand that Morningstar has not consented to, and will not consent to, (i) being named an "expert" under the federal securities laws including, without limitation, Section 7 of the Securities Act of 1933, or (ii) the integration, publication, inclusion or reference of any ratings, analysis or other information pertaining to Morningstar and/or the ratings contemplated hereunder in any prospectuses or registration statements or otherwise integrated or used in a manner that could impede (i) or (ii) of this sentence.
6. You acknowledge, understand and agree that in connection with any letter-grade ratings or rating outlook or similar opinion provided by Morningstar, you shall solely consider such rating opinion based on the qualifications, procedures, methodology and caveats corresponding to such rating opinion as set forth on this website, including, without limitation the Morningstar Analysis and Considerations link at ratingagency.morningstar.com and Ratings Reports at ratingagency.morningstar.com and/or in the related ratings letters, related reports or other communication provided by Morningstar on the website or by other means determined by Morningstar. You agree that you have reviewed and understand such qualifications, procedures, methodology and caveats and related items as they relate to any rating opinion you have viewed. Any rating opinion should not be considered without an understanding and review of the preceding factors. In addition, you understand and agree that any rating opinions, analysis, projections, observations, Content or other items constituting part of any information provided by Morningstar on this website or otherwise are and must be construed solely as statements of opinion and not statements of fact.
Links to Other Websites.
1. Morningstar may provide links to other websites or Third-Party Information. You acknowledge, understand and agree that, with respect to such links, other websites or Third-Party Information: (a) Morningstar has no responsibility or liability therefore or control thereof including, without limitation, the accuracy, completeness or reliability thereof; (b) Morningstar’s provision thereof is not intended, does not imply and shall not be construed as any form of recommendation or endorsement thereof or responsibility therefore; (c) no such other link or website or Third-Party Information has been verified by Morningstar; (d) EACH SUCH OTHER LINK, WEBSITE OR THIRD-PARTY INFORMATION IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, GUARANTY OR WARRANTY OF ANY KIND; and (e) MORNINGSTAR DOES NOT WARRANT OR GUARANTEE, AND EXPRESSLY DISCLAIMS ALL LIABILITY, REPRESENTATIONS, GUARANTIES AND WARRANTIES (INCLUDING, WITHOUT LIMITATION, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) FOR OR WITH RESPECT TO ALL SUCH OTHER LINKS, WEBSITES OR THIRD-PARTY INFORMATION. ALL TERMS, PROVISIONS, COVENANTS, CONDITIONS, RESTRICTIONS, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH THEREIN OR IN THE TERMS OF USE APPLY THERETO.
Disclaimers; Limitation of Liability; Indemnification; Exclusive Jurisdiction and Venue; Waiver of Jury Trial.
1. THIS WEBSITE AND ALL CONTENT ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, GUARANTY OR WARRANTY OF ANY KIND. MORNINGSTAR, AND ITS INFORMATION OR SERVICE PROVIDERS, DO NOT WARRANT OR GUARANTEE, AND EXPRESSLY DISCLAIM ALL LIABILITY, REPRESENTATIONS, GUARANTIES AND WARRANTIES (INCLUDING, WITHOUT LIMITATION, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) FOR OR WITH RESPECT TO ANY AND ALL OF THE FOLLOWING (COLLECTIVELY, THE "NON-WARRANTED MATTERS"): (A) THIS WEBSITE; (B) ALL CONTENT; (C) ANY FINANCIAL, INVESTMENT, TAX OR OTHER DECISION, ACT OR OMISSION MADE IN RELIANCE ON OR BASED ON ANY OF THIS WEBSITE OR ANY CONTENT; (D) WHETHER ANY OF THIS WEBSITE OR ANY CONTENT INFRINGES UPON ANY COPYRIGHT, TRADEMARK, SERVICE MARK OR OTHER INTELLECTUAL PROPERTY OR OTHER PROPERTY RIGHTS OF ANY THIRD PARTY OR IS DEFAMATORY TO OR INVASIVE OF ANY RIGHTS OF ANY THIRD PARTY; (E) ANY ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR CORRECT SEQUENCING, OR ANY FAILURES, DELAYS, INTERRUPTIONS, ERRORS, OMISSIONS, OR INACCURACIES, OF ANY OR ALL CREDIT RATINGS, OTHER OPINIONS, SERVICES, PRODUCTS, SOFTWARE, REPORTS, INFORMATION, DATA AND OTHER CONTENT, WHETHER ORIGINATED BY MORNINGSTAR, LICENSED BY MORNINGSTAR FROM ANY SUCH INFORMATION OR SERVICE PROVIDER, OBTAINED BY MORNINGSTAR FROM THIRD PARTIES OR PUBLICLY-AVAILABLE SOURCES, OR OTHERWISE; OR (F) ANY AND ALL ACCESS TO OR USE OF ANY OF THIS WEBSITE OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, WHETHER ANY OF THIS WEBSITE OR ANY CONTENT SHALL BE FREE OF (I) FAILURES, DELAYS, INTERRUPTIONS, ERRORS, OMISSIONS, OR INACCURACIES, OR (II) ANY COMPUTER CODE OR FILE THAT CONTAINS ANY VIRUS, WORM, TROJAN HORSE OR OTHER PROGRAM THAT MAY HARM, IMPAIR OR BE DETRIMENTAL TO ANY OTHER COMPUTER, SYSTEM, SERVER OR NETWORK.
2. You waive, release and relinquish, and shall have no recourse against Morningstar or any of its directors, officers, employees, agents, consultants or other representatives for, any and all Claims (as defined in Section 7.6 of the Terms of Use) arising from or related to any or all of the Non-Warranted Matters.
3. In the event that, notwithstanding the provisions of this Terms of Use, Morningstar shall be held liable to you with respect to any such Claims, Morningstar’s liability to you shall not exceed the amount of the fees you actually paid to Morningstar during the one-month period immediately preceding the date when the first such Claim shall have arisen. In no event shall Morningstar be liable for any incidental, special, indirect, consequential, reliance, punitive or other exemplary damages, including, without limitation, any loss of profits, data or interest, any penalties or assessments imposed under applicable laws or otherwise.
4. To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Morningstar and its directors, officers, employees, agents, consultants and other representatives for any and all third-party claims for Claims arising from or related to any breach or violation by you (or anyone using your password to access this Website) of the Terms of Use or any access or use by you (or anyone using your password to access this Website) of this Website or any Content for any use or purpose that is unlawful or otherwise prohibited by the Terms of Use. Morningstar reserves the right to assume the control and defense of any such matter. In the event that Morningstar shall assume the control and defense of any such matter, you shall cooperate with Morningstar in this regard including, without limitation, in the assertion of defenses and mandatory counterclaims therein.
5. To the extent permitted by applicable law, with respect to any Claims arising from or related to any breach or violation by you (or anyone using your password to access this Website) of the Terms of Use or any access or use by you (or anyone using your password to access this Website) of this Website or any Content, you: (a) consent to the exclusive jurisdiction and venue of the state or federal court located closest to Morningstar’s principal place of business; (b) waive any objection (including, without limitation, any based upon grounds of "forum non conveniens") that you now or hereafter may have to such jurisdiction or venue; and (c) waive any right to trial by jury of any Claim arising from or in connection with your access or use of this Website or Content, whether now existing or hereafter arising, and whether sounding in contract, warranty, tort or otherwise.
6. In the Terms of Use, "Claims" shall mean all actions, causes of action, claims, demands, duties, liabilities, obligations, judgments, fines, penalties, damages, losses, fees, costs and expenses, including, without limitation, reasonable attorneys’, consultant’s and expert witness’ fees, costs and expenses.
7. Morningstar shall have no responsibility or liability for any event of "force majeure" under applicable law or any other failures, delays, interruptions, errors, omissions, or inaccuracies with respect to this Website, including, without limitation, all services, products, software and other Content that was caused by any reason or event reason or event beyond Morningstar’s reasonable control, including, without limitation, any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, utility or other power or any other failure to perform by any internet, information or service provider or any other person (individual or entity).
8. Morningstar’s failure to insist on strict performance of any of the Terms of Use shall not operate as a waiver of any other of the Terms of Use. The terms and provisions of the Terms of Use are severable, such that, if any term or provision hereof shall be held invalid or unenforceable, the other terms and provisions shall remain valid and enforceable.
9. You acknowledge, understand and agree that the terms and conditions herein shall survive any termination of your right of access to or use of the materials identified herein.
NRSRO Disclosures.
1. Morningstar publishes its current Form NRSRO and Exhibits thereto on this Website. Form NRSRO Exhibit 2 sets forth Morningstar’s definitions of its letter-grade credit ratings and its rating outlooks and a general description of Morningstar’s credit rating procedures and methodologies. These definitions, procedures and methodologies are an integral part of Morningstar’s letter-grade credit ratings and rating outlooks published on this Website.
2. An NRSRO must disclose on its website its rating actions for ten percent (10%) of its credit ratings, selected on a random basis, for each class of securities for which it is registered as an NRSRO and has 500 or more outstanding issuer-paid credit ratings, with each required disclosure of a new rating action to be made no later than six months after the rating action was taken. Rule 17g-2(d)(2).
3. An NRSRO must disclose on its website all rating actions for any credit rating initially determined by the NRSRO on or after June 26, 2007 within: (a) 12 months for issuer-paid credit ratings; and (b) 24 months for other (e.g., unsolicited or subscriber-paid) credit ratings. Rule 17g-2(d)(3)(i).
4. An NRSRO must: (a) maintain on a password-protected website (i) a list of each structured finance security for which it is currently in the process of determining an initial credit rating that was paid for by the issuer, sponsor, or underwriter, and (ii) the website address where the issuer, sponsor, or underwriter of the security represents that the ratings information can be accessed; and (b) provide free and unlimited access to such password-protected website to any NRSRO that provides it with a copy of the required certification. Rules 17g-5(a)(3); 17g-5(e).
5. You agree that you shall not access or use any Content published or disclosed on this Website pursuant to, or as required by, United States securities laws, rules and regulations applicable to NRSROs other than as specifically and expressly permitted and contemplated by such laws, rules and regulations.
6. All restrictions, disclaimers and limitations of liability set forth in the Terms of Use apply to all Content published or disclosed on this Website pursuant to, or as required by, United States securities laws, rules and regulations applicable to NRSROs but are not intended and shall not be construed to restrict access to or use of any such Content as specifically and expressly permitted and contemplated by such laws, rules and regulations.
CUSIP® Information.
1. CUSIP® is a registered trademark of the American Bankers Association ("ABA"). CUSIP identifiers have been provided by CUSIP Global Services ("CGS"), formerly known as CUSIP Service Bureau, managed by Standard & Poor’s Financial Services, on behalf of the ABA and are not for use or dissemination in a manner that would serve as a substitute for any CUSIP Service. The CUSIP Database, © 2010 American Bankers Association. CUSIP information, such as security identifiers and related descriptive information (the "CUSIP Database"), is protected under copyright laws. From time to time, Morningstar obtains CUSIP information from Third-Party Information.
2. Certain SEC rules applicable to NRSROs may require an NRSRO to maintain a record of CUSIP information of securities rated by the NRSRO and to publish CUSIP information of securities rated by the NRSRO for which a rating, rating history, rating action or other information is made publicly available on its website (collectively, the "Ratings History").
3. You acknowledge, understand and agree that the CUSIP Database and all CUSIP information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. Any use by you outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. You agree that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, you agree that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other remedies to which CGS and ABA may be entitled. You agree that you shall not publish or distribute in any medium the CUSIP Database or any CUSIP information contained therein or summaries or subsets thereof to any person (individual or entity) except in connection with the normal clearing and settlement of security transactions. You agree that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third-party recipient of such service and is not intended to create and does not serve in any way as a substitute for any current or future services developed by CGS.
4. You acknowledge and understand that certain information will be provided to CGS in connection with your downloading, or access or use, of the CUSIP Database and CUSIP information contained therein, which may include your IP address, number of bytes downloaded, phone and e-mail address. This information will be used solely for purposes of monitoring compliance with these Terms of Use. This information will be stored securely in the U.S. and may be reviewed and corrected by contacting cusip_custservice@cusip.com. For additional information about CGS’s Customer Privacy practices, please go to www.cusip.com.
5. NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO VISITORS AND USERS ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY VISITOR FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
6. You acknowledge, understand and agree that the foregoing terms and conditions shall survive any termination of your right of access to or use of the materials identified above.

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