TERMS AND CONDITIONS | March 2020

Terms andConditions
MSCI ESG Research LLC
March 2020

March 2020

TERMS AND CONDITIONS | MARCH 2020

Use of MSCI ESG Research Ratings Badge
MSCI ESG Research LLC, 7 World Trade Center, 250 Greenwich Street, New
York, NY 10007 (“MSCI”) is pleased to provide you (“You”) with a temporary, nonsublicensable, non-transferable, non-exclusive, limited license, subject to all theterms and conditions set forth in this letter agreement, to display in a nonmanipulable format an MSCI ESG Research Ratings badge only in [the followingissuer materials: website, Annual Report, CSR or sustainability report, newsrelease(s) (e.g. when an issuer’s rating improves), marketing material, investor daymaterial, one-on-one presentations (but not linked to a security offering) with existingor potential investors] (“Your Materials”).
MSCI hereby grants to you a non-exclusive, non-transferable, nonsublicensable, revocable, limited license to display the appropriate MSCI ESG
Research Ratings badge set forth at the end of this letter agreement (the “ESGRatings Badge”) on Your Materials, subject to the following terms and conditions:
••••

•
•

You will only display the ESG Ratings Badge that corresponds to Your current ESG
Rating as it appears below.
You will provide MSCI with a copy of your intended use of the ESG Ratings Badge
for MSCI’s review and pre-approval.
You are not granted and do not acquire any rights of any nature in the ESG Ratings
Badge as a result of your use thereof, other than the limited license specifically set
forth herein. All goodwill arising from use of the ESG Ratings Badge shall inuresolely to the benefit of MSCI. Please note that the use of your MSCI ESG Rating
for financing purposes requires a separate license.
MSCI may terminate this license at any time, with or without cause, immediately
on notice to You. This license shall be in force for one year from the Effective Date,unless otherwise agreed in writing by the parties. Upon termination, You shallremove all ESG Ratings Badge(s) Your Materials as soon as practicable thereafter.
Your use of the ESG Ratings Badge may not suggest that MSCI endorses, approves
or otherwise expresses any opinion regarding You or Your products or services.
None of MSCI or any of its affiliates or its or their direct or indirect suppliers or any
third party involved in the making or compiling of the information (each, an“Information Provider”) makes any warranties or representations and, to themaximum extent permitted by law, each information provider hereby expressly
disclaims all implied warranties, including warranties of merchantability andfitness for a particular purpose. Without limiting any of the foregoing and to themaximum extent permitted by law, in no event shall any of the InformationProviders have any liability regarding any of the information for any direct, indirect,special, punitive, consequential (including lost profits) or any other damages even© 2020 MSCI Inc. All rights reserved. Please refer to the disclaimer at the end of this document.

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TERMS AND CONDITIONS | MARCH 2020•

if notified of the possibility of such damages. The foregoing shall not exclude orlimit any liability that may not by applicable law be excluded or limited
You will include the following disclaimer (and You are subject to its terms), or alink to the following disclaimer, on the page on Your Materials where the ESGRatings Badge appears:THE USE BY [ENTITY] OFANY MSCI ESG RESEARCH LLC OR ITS AFFILIATES (“MSCI”) DATA,AND THE USE OF MSCI LOGOS, TRADEMARKS, SERVICE MARKS OR INDEX NAMES HEREIN, DO
NOT CONSTITUTE A SPONSORSHIP, ENDORSEMENT, RECOMMENDATION, OR PROMOTION
OF [ENTITY] BY MSCI. MSCI SERVICES AND DATA ARE THE PROPERTY OF MSCI OR ITSINFORMATION PROVIDERS, AND ARE PROVIDED ‘AS-IS’ AND WITHOUT WARRANTY. MSCINAMES AND LOGOS ARE TRADEMARKS OR SERVICE MARKS OF MSCI.

•This letter agreement is governed by, and shall be construed in accordance with, the lawsof the State of New York without regard to its choice or conflict of laws rules. The parties
hereby consent to the exclusive jurisdiction of, and venue in, any federal or state court ofcompetent jurisdiction located in the Borough of Manhattan, New York City for thepurposes of adjudicating any matter arising from or in connection with this letteragreement. THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TOA JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF, DIRECTLY OR INDIRECTLY, THIS LETTER AGREEMENT.

If you agree to the above and to the attached notice and disclaimer, pleasecheck the box indicating your acceptance and agreement with the terms
hereunder and thereunder.

MSCI ESG RATINGS BADGE

Produced by MSCI ESG Research as of (date) (year).

© 2020 MSCI Inc. All rights reserved. Please refer to the disclaimer at the end of this document.

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TERMS AND CONDITIONS | MARCH 2020Contact us
clientservice@msci.com

AMERICASABOUT MSCI

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TERMS AND CONDITIONS | MARCH 2020

Notice and disclaimer
This document and all of the information contained in it, including without limitation all text, data, graphs, charts (collec tively, the “Information”) is the property of MSCI Inc. orits subsidiaries (collectively, “MSCI”), or MSCI’s licensors, direct or indirect suppliers or any third party involved in making or compiling any Information (collectively, with MSCI,
the “Information Providers”) and is provided for informational purposes only. The Information may not be modified, reverse -engineered, reproduced or redisseminated in wholeor in part without prior written permission from MSCI.
The Information may not be used to create derivative works or to verify or correct other data or information. For example ( but without limitation), the Information may not be
used to create indexes, databases, risk models, analytics, software, or in connection with the issuing, offering, sponsoring, managing or marketing of any securities, portfolios,
financial products or other investment vehicles utilizing or based on, linked to, tracking or otherwise derived from the Info rmation or any other MSCI data, information, products
or services.
The user of the Information assumes the entire risk of any use it may make or permit to be made of the Information. NONE OF THE INFORMATION PROVIDERS MAKES ANYEXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RES PECT TO THE INFORMATION (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF), AND TO THEMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH INFORMATION PROVIDER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING, WITHOUTLIMITATION, ANY IMPLIED WARRANTIES O F ORIGINALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, COMPLETENESS, MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE) WITH RESPECT TO ANY OF THE INFORMATION.
Without limiting any of the foregoing and to the maximum extent permitted by applicable law, in no event shall any Information Provider have any liability regarding any of theInformation for any direct, indirect, special, punitive, consequential (including lost profits) or any other damages even if notified of the possibility of such damages. The foregoingshall not exclude or limit any liability that may not by applicable law be excluded or limited, including without limitation (as applicable), any liability for death or personal injury tothe extent that such injury results from the negligence o r willful default of itself, its servants, agents or sub-contractors.
Information containing any historical information, data or analysis should not be taken as an indication or guarantee of any future performance, analysis, forecast or prediction.
Past performance does not guarantee future results.
The Information should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when
making investment and other business decisions. All Information is impersonal and not tailored to the needs of any person, entity or group of persons.
None of the Information constitutes an offer to sell (or a solicitation of an offer to buy), any security, financial product or other investment vehicle or any trading strategy.
It is not possible to invest directly in an index. Exposure to an asset class or trading strategy or other category represented by an index is only available through third party
investable instruments (if any) based on that index. MSCI does not issue, sponsor, endorse, market, offer, review or otherwise express any opinion regarding any fund, ETF,
derivative or other security, investment, financial product or trading strategy that is based on, linked to or seeks t o provide an investment return related to the performance ofany MSCI index (collectively, “Index Linked Investments”). MSCI makes no assurance that any Index Linked Investments will acc urately track index performance or provide
positive investment returns. MSCI Inc. is not an investment adviser or fiduciary and MSCI makes no representation regarding the advisability of investi ng in any Index LinkedInvestments.
Index returns do not represent the results of actual trading of investible assets/securities. M SCI maintains and calculates indexes, but does not manage actual assets. Index
returns do not reflect payment of any sales charges or fees an investor may pay to purchase the securities underlying the ind ex or Index Linked Investments. The imposition ofthese fees and charges would cause the performance of an Index Linked Investment to be different than the MSCI index performanc e.
The Information may contain back tested data. Back-tested performance is not actual performance, but is hypothetical. There ar e frequently material differences between backtested performance results and actual results subsequently achieved by any investment strategy.
Constituents of MSCI equity indexes are listed companies, which are included in or excluded from the indexes according to the application of the relevant index methodologies.
Accordingly, constituents in MSCI equity indexes may include MSCI Inc., clients of MSCI or suppliers to MSCI. Inclusion of a security within an MSCI index is not arecommendation by MSCI to buy, sell, or hold such security, nor is it considered to be investment advice.
Data and information produced by various affiliates of MSCI Inc., including MSCI ESG Research LLC and Barra LLC, may be used in calculating certain MSCI indexes. Moreinformation can be found in the relevant index methodologies on www.msci.com.
MSCI receives compensation in connection with licensing its indexes to third parties. MSCI Inc.’s revenue includes fees based on assets in Index Linked Investments. Information
can be found in MSCI Inc.’s company filings on the Investor Relations section of www.msci.com.
MSCI ESG Research LLC is a Registered Investment Adviser under the Investment Advisers Act of 1940 and a subsidiary of MSCI I nc. Except with respect to any applicabl e
products or services from MSCI ESG Research, neither MSCI nor any of its products or services recommends, endorses, approves o r otherwise expresses any opinion regarding
any issuer, securities, financial products or instruments or trading strategies and MSCI’s products or services are not intended to constitute investment advice or arecommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Issuers mentioned or included in any MSCI ESG Researchmaterials may include MSCI Inc., clients of MSCI or suppliers to MSCI, and may also purchase research or other products or services f rom MSCI ESG Research. MSCI ESG
Research materials, including materials utilized in any MSCI ESG Indexes or other products, have not been submitted to, nor received approval from, the United States Securities
and Exchange Commission or any other regulatory body.
Any use of or access to products, services or information of MSCI requires a license from MSCI. MSCI, Barra, RiskMetrics, I PD and other MSCI brands and product names are
the trademarks, service marks, or registered trademarks of MSCI or its subsidiaries in the United States and other jurisdicti ons. The Global Industry Classification Standard(GICS) was developed by and is the exclusive property of MSCI and Standard & Poor’s. “Global Industry Classification Standard (GICS)” is a service mark of MSCI and Standard& Poor’s.
MIFID2/MIFIR notice: MSCI ESG Research LLC does not distribute or act as an intermediary for financial instruments or structured deposits, nor does it deal on its own account,provide execution services for others or manage client accounts. No MSCI ESG Research product or service supports, promotes o r is intended to support or promote any suchactivity. MSCI ESG Research is an independent provider of ESG data, reports and ratings based on published methodologies and available to cli ents on a subscription basis. We
do not provide custom or one-off ratings or recommendations of securities or other financial inst ruments upon request.
Privacy notice: For information about how MSCI ESG Research LLC collects and uses personal data concerning officers and direc tors, please refer to our Privacy Notice at
https://www.msci.com/privacy-pledge.

© 2020 MSCI Inc. All rights reserved.

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