Terms of Use

Morningstar Credit Ratings Terms of Use

Last modified: 12/17/2015

This website (the “Website”) is operated by Morningstar Credit Ratings, LLC (“Morningstar”). These Terms and Conditions of Use (“Terms of Use”) contain the terms, covenants, conditions and provisions that you must agree to, and comply with, in order to access and use the Website and the information displayed on or through it, including, without limitation, the ratings, opinions, analyses, publications, reports, services, data and other information displayed on the Website (collectively, the “Content”).

Please read these Terms of Use carefully. By accessing and using the Website, you acknowledge that you have read these Terms of Use, understand them and agree to be legally bound by them. If you do not agree to these Terms of Use, you should not access or use the Website.

Morningstar may change the terms and conditions of these Terms of Use at any time. A notification of such change(s), as well as the revised Terms of Use itself, will be posted here at https://ratingagency.morningstar.com/mcr/about-us/terms-of-use. You will be responsible for regularly checking this page and for reviewing any changes to the Terms of Use. By using the Website after any such changes take place, you signify your acceptance of the change(s) and your agreement to be bound by them.

Terms of Use
License and Use

Subject to these Terms of Use, Morningstar grants you a revocable, non-transferable, non-exclusive limited license to use that portion of the Website, to which you are granted access, but only for your internal business use and not for any use on behalf of any third party. Subject to these Terms of Use, you may download or print reasonable numbers of hard copies of pages or reports from the Website provided that you do not obscure, alter, remove or delete any copyright, regulatory or other proprietary notices or disclaimers contained in the Content.

You may not modify, copy, distribute, disclose, retransmit, sell, publish, broadcast, mirror, frame or circulate the Website, Content, or any portion of thereof (including, but not limited to, any download or printed copies made from it) without Morningstar's prior written consent.

You warrant to Morningstar that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use, including but not limited to attempting or actually (i) disrupting, or interfering with this Website, (ii) collecting any information about other users of this Website, (iii) systematically extracting information or data contained on this Website for any purpose, or (iv) obtaining through any means any materials, data or information on the Website that has not been intentionally made publicly available.

Certain Content available via the Website may be subject to additional conditions on its access or use. In all cases, these Terms of Use (as supplemented by such additional terms and conditions) will govern your use of that Content and you agree to comply with them. If there is any conflict between these Terms of Use and any such additional terms and conditions applicable to specific Content, then the latter shall prevail to the extent of that conflict.

Morningstar has the right, at any time without notice, to: (i) revoke or limit your license to use the Website (or any portion of it); and/or (ii) change or discontinue providing the Website (or any portion thereof). Morningstar has no obligation to you to update the Website or to correct any errors or omissions that might be contained in it, including, without limitation, any errors or omissions in any Content.

Ownership and Copyright

You acknowledge and agree that the Website and all information associated with it, (including, without limitation, all Content) is owned by Morningstar and/or its third party content providers ("Content Providers") and is protected by international copyright and other intellectual property laws. You further acknowledge and agree that the Website contains certain proprietary data and information of Morningstar and its Content Providers, that you will not use these data or information for any unlawful or unauthorized purpose, and that you will use reasonable efforts to protect them from illicit distribution or use. Each Content Provider is a third party beneficiary of these Terms of Use to the extent necessary to enable it to enforce its proprietary rights in the information provided by it and the applicable use restrictions contained in these Terms of Use.

Trademarks

MORNINGSTAR, MORNINGSTAR.COM, DEALVIEW and the MORNINGSTAR & DESIGN logo are registered marks of Morningstar, Inc. Any of the trademarks, service marks, logos, product or service names (collectively, the “Marks”) displayed on the Website may be registered or unregistered marks of Morningstar, Inc. or others. Except as otherwise provided herein, nothing contained on this Website should be construed as granting any license or right to use any Marks. You will not use or allow any third party to use any Marks appearing on the Website or the Content without the express written permission of Morningstar, Inc. or the respective third party owner of such Marks.

Disclaimers and Disclosures

The Content provided to you on the Website is obtained by Morningstar from sources believed to be accurate and reliable. You acknowledge, understand and expressly agree that: (a) the Content available on the Website is provided solely for information purposes and not as financial, investment, tax or other advice; (b) all credit ratings, other opinions and related analyses available on the Website are, and will be construed solely as, statements of opinion as of the date they are expressed and not as statements of fact or recommendations to purchase, hold or sell any securities or make any investment decisions; (c) each rating or other opinion will be used, if at all, solely as one factor in any investment or credit decision made by or on your behalf; and (d) you will make your own study and evaluation of each credit decision or investment, and of each issuer or guarantor of, and each provider of credit support for, each investment or credit that you may consider purchasing, holding, selling, providing, advising on or otherwise engaging with. You should always seek the assistance of a professional for advice on investments, tax, the law, or other professional matters.

Morningstar Credit Ratings, LLC publishes its current Form NRSRO and Exhibits thereto at https://ratingagency.morningstar.com. 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 and should be reviewed by you in conjunction with your receipt of any ratings published by Morningstar.

You agree that, in connection with any letter-grade ratings or rating outlook or similar opinion provided on the Website, you shall solely consider such rating opinion based on the qualifications, procedures, methodology and caveats corresponding to such rating opinion as set forth at https://ratingagency.morningstar.com and in the deal report and other communications related to such rating opinion made available to you by Morningstar. Any rating opinion should not be considered without an understanding and review of the preceding factors.

You agree not to construe the Website or any of the Content posted on or made available through it as a solicitation, recommendation, endorsement or offer by Morningstar or any employee, agent or affiliate thereof to buy or sell any security or other financial instrument.

THE CONTENT, INCLUDING MORNINGSTAR CREDIT RATINGS AND MORNINGSTAR PUBLICATIONS, ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR A RETAIL INVESTOR TO CONSIDER MORNINGSTAR CREDIT RATINGS OR MORNINGSTAR PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

THE WEBSITE, THE CONTENT AND ALL RELATED MATERIALS, PRODUCTS, SERVICES AND INFORMATION ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. NEITHER MORNINGSTAR, NOR ITS AFFILIATES, NOR THEIR THIRD PARTY PROVIDERS GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS OR AVAILABILITY OF THE CONTENT OR ANY INFORMATION PROVIDED THROUGH THE WEBSITE. MORNINGSTAR, ITS AFFILIATES, THEIR THIRD PARTY PROVIDERS AND AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AGENTS ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, REGARDLESS OF THE CAUSE, OR FOR THE RESULTS OBTAINED FROM THE USE OF THE CONTENT OR ANY OTHER INFORMATION DISPLAYED ON THE WEBSITE.

MORNINGSTAR, ITS AFFILIATES, AND THEIR THIRD PARTY PROVIDERS DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

Morningstar may receive compensation for assigning credit ratings or engaging in other analytical activities from issuers of the securities or third parties participating in marketing the securities.

Limitations on Liability

You acknowledge and agree that you are entirely liable for the activities conducted by you in connection with your use of the Website. If you are dissatisfied with the Website, the Content or with these Terms of Use, your sole and exclusive remedy is to stop using the Website or Content.

You expressly acknowledge and agree that, EXCEPT AS OTHERWISE PROVIDED FOR UNDER APPLICABLE LAWS, NEITHER MORNINGSTAR NOR ITS AFFILIATES, NOR ITS CONTENT PROVIDERS, NOR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS OF EACH (COLLECTIVELY, THE “MORNINGSTAR PARTIES”), SHALL BE LIABLE FOR ANY CLAIM OR DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF THIS WEBSITE, THE CONTENT OR ANY OTHER INFORMATION DISPLAYED ON THIS WEBSITE. THIS LIMITATION OF LIABILITY APPLIES TO DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES YOU OR OTHERS MAY SUFFER EVEN IF ANY OF THE MORNINGSTAR PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, INCLUDING, BUT NOT LIMITED TO: (i) COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS; (ii) EXPENDITURES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL; (iii) ANY LOSS OR DAMAGE ARISING WHERE THE RELEVANT FINANCIAL INSTRUMENT IS NOT THE SUBJECT OF A PARTICULAR CREDIT RATING ASSIGNED BY MORNINGSTAR; (iv) LOSS OF DATA; (v) COST OF SUBSTITUTE CONTENT; (vi) COST OF CAPITAL; (vii) THE CLAIMS OF ANY THIRD PARTY, OR (viii) ANY SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY OTHER REASON WHATSOEVER.

IN ANY EVENT, TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MORNINGSTAR PARTIES FOR ANY REASON WHATSOEVER RELATED TO ACCESS TO OR USE OF THIS WEBSITE AND ITS CONTENTS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU FOR SERVICES PROVIDED VIA THIS WEBSITE PURSUANT TO THESE TERMS OF USE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) U.S. $500.

If you incur any damages that arise out of the acts or omissions of Morningstar, its affiliates, or Content Providers, you acknowledge and agree that the damages, if any, are not irreparable and are not sufficient to entitle you to an injunction or other equitable relief.

Indemnification

You agree to indemnify, defend, and hold harmless Morningstar, its affiliates and its Content Providers from and against any and all claims, liabilities, losses, costs (including, but not limited to, reasonable attorneys' fees), and/or damages of any kind arising from or relating to: (i) your use of the Website, including, without limitation, the use of any Content; (ii) your breach of these Terms of Use; and (iii) any messages, information, or materials uploaded, posted, published, or transmitted by you in connection with the Website.

User Password

If you are required to select a password to access or use the Website, you may then modify that password at any time as often as you like. If Morningstar determines in its sole discretion that any password you select is inappropriate for any reason, Morningstar may delete that password and/or limit or terminate your access to the Website.

Any password assigned to you is for your personal use only, and you agree to keep it secret and not to share it with anyone (except as expressly permitted otherwise by Morningstar in writing).

YOU ARE RESPONSIBLE FOR ALL USE, ACTIVITIES, AND CHARGES ASSOCIATED WITH OR ARISING FROM ANY USE OF YOUR PASSWORD, REGARDLESS OF WHETHER YOU AUTHORIZED SUCH USE. YOU MUST PROMPTLY NOTIFY MORNINGSTAR (USING THE CONTACT INFORMATION LISTED BELOW) OF ANY UNAUTHORIZED USE OF YOUR PASSWORD.

Third-Party Web Sites, Links, and Information

The Website may contain information, products, and services provided by third parties and links (including advertisements) to websites made available by third parties. This information and these products, services, and links are provided only as a convenience to users of this Website. Morningstar does not control this information or these products, services, or websites or how or for what purpose any information you submit to any of these websites is used. Morningstar does not make any representations or warranties, express or implied, regarding the information or these products, services on these web sites or the websites themselves and shall not be liable for any information or services received from them. Inclusion of any of the foregoing in conjunction with the Website does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Morningstar with respect to any third party, any third party's website or its contents, or any information, products, or services provided by a third party.

QIB Notification.

Portions of this Website were created in order to enable "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933 ("QIBs"), to analyze data made available by issuers to QIBs in securities offerings and in the QIB secondary market. These data may or may not otherwise be publicly available. If you choose to access such QIB information on the Website (“QIB Information”), you hereby acknowledge and agree that (a) you must be a QIB to access the QIB Information, (b) the QIB Information contained on this Website may only be available to and is only intended for use by QIBs, (c) you will not transmit or use any such QIB Information in violation of the U.S. securities laws, and (d) you represent and warrant to Morningstar (on behalf of yourself or your organization) that you have such knowledge and experience in financial and business matters so that you are capable of evaluating the merits and risks of the securities for which QIB Information has been made available by the issuers, and the Content provided by Morningstar to assist in any such evaluation. You also confirm that you are solely responsible for performing your own evaluation of any such securities, and with respect to QIB Information made available by issuers to QIBs in securities offerings and in the QIB secondary market, Morningstar's does not make any recommendations as to whether to buy, sell or hold any such securities or as to the usefulness of its software, products, and data to you for purposes of making any such evaluation.

Nature of Relationship

No joint venture, partnership, employment, or agency relationship exists between you and Morningstar as a result of these Terms of Use or your utilization of this Website.

Waiver

Neither party shall be deemed to have waived any breach by the other party of any terms or conditions of these Terms of Use, except by a written waiver expressly so stating. The waiver by either party of any such breach shall not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach.

Severability

If any provision of these Terms of Use is held to be invalid or unenforceable, such invalidity or unenforceability shall be limited to the maximum extent permissible, and the other provisions of these Terms of Use shall remain in full force and effect.

Governing Law

These Terms of Use, including (without limitation) any disputes relating to the Content or the Website, whether sounding in contract, tort, statute or otherwise, is governed by the laws of the State of New York, without reference to its conflict of law principles and without regard to the U.N. Convention on Contracts for the International Sale of Goods.

Contact Info
Morningstar Credit Ratings, LLC

New York Office
4 World Trade Center
48th Floor
New York, NY 10007
Phone: +1 646 560-4556

Pennsylvania Office
220 Gibraltar Rd
Suite 300
Horsham, PA 19044
Phone: +1 267 960-6018

Customer Service
Phone:+1 800 299-1665
Email: ratingagency@morningstar.com
        
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