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Marketplace Insights Terms of Use

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General

The following Marketplace Insights Terms of Use (the "Terms") are applicable to https://rimarketplace.com (the "Website"), the Commercial Markets Index (the "CMI"), Market Economics ("Market Economics"), Market Transactions ("Market Transactions"), CRE Sales Comp ("Sales Comp") and any affiliated websites, applications and services that are offered by CWFS Data Insights LLC (together with its affiliates, successors and assigns, "Data Insights," "we," "our," or "us"). For the purposes of these Terms, a person who accesses, browses or otherwise uses the CMI, Market Economics, Market Transactions or Sales Comp (each a "Service" and collectively the "Subscription Service") is referred to as "User," "Customer," "you," or "your."

By using the Website and the Subscription Service, User consents to these Terms and to any updates to such Terms, as may occur at Data Insights' discretion. The Subscription Service will, at all times, reflect the most updated version of these Terms and other policies of Data Insights related to the Subscription Service. In the event that User does not agree with these Terms, or any other terms and conditions of use, User's sole recourse is to cease use of the Subscription Service. These Terms, any other terms or conditions provided by us in connection with the Website and Subscription Service, together with any and all documents referenced herein or therein form the "Agreement" between you and us, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website and the Subscription Service.

Subscription Service

The Subscription Service provides stakeholders in the commercial real estate industry, which may include brokers, buyers, sellers, appraisers and lenders, access to a large database of historical commercial real estate sales transactions, property level details and location-based information as well as insights into market demographics for all MSAs across the U.S.

Subscription Requirements Registration and Account

The Services offered on the Subscription Service shall only be available to those who have the capacity and authority to form legally binding contracts. By using the Subscription Service, you represent that you (i) are over the age of eighteen (18) and (ii) have the authority and capacity to form legally binding contracts.

In order to use the Subscription Service, you must register and create an account. In doing so, you agree to provide only truthful and accurate information when registering and creating an account. The security and maintenance of your account is your sole responsibility, and Data Insights is not responsible for any loss or liability that you incur, or might incur, due to insufficient account security or a breach of your account.

You also agree that by registering and creating an account or by otherwise providing contact information on or through the Subscription Service, you may be contacted regarding promotional opportunities, marketing, notices regarding your account, information about properties that might be of interest to you and other related information and/or notices. If you wish to opt out of any marketing and/or promotional contacts, please consult the Privacy Policy.

Subscription Term and Renewal

A paid subscription allows you to access the Subscription Service ("Subscription"). A Subscription can be procured through the Website. Your Subscription commences when we make it available to you and continues for thirty (30) days (the "Subscription Term").

Except as otherwise specified on the Website, your Subscription shall automatically renew for an additional thirty (30) days (each a "Renewal Term" and together with the Subscription Term, the "Term"), unless either party gives the other written notice of non-renewal at the expiration of the then-current Term. The subscription fee for a Renewal Term will be at Data Insights' applicable list price in effect at the time of the renewal, unless we notify you of a different price at least thirty (30) days before the end of the applicable Term. Data Insights may terminate the Subscription at any time for any reason.

Payments

If you have purchased a Subscription, the applicable fees are specified on the Website and must be paid in advance (the "Fees"). Payment obligations are non-cancellable, and the Fees are non-refundable. Fees stated are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income. Should any payments to us be subject to withholding tax by any government, you will reimburse us for such withholding tax.

If you purchase a Subscription, or certain other paid aspects of the Subscription Service, you agree to the pricing communicated by us. At any time in our sole discretion, we may add new services for additional fees and charges, or add or amend fees and charges for existing services. We shall provide you with prior written notice of any such changes to fees and charges, with such changes to take effect at the beginning of your next Renewal Term, if any.

Data Insights may use a third-party payment processor ("Payment Processor") to process the Fees in connection with your Subscription. Currently, our Payment Processor is Stripe, Inc. (https://stripe.com), however we may change our Payment Processor at any time. For information on how the Payment Processor collects and uses personal information, please review the privacy statement of the Payment Processor on its website. Your payment must be received by the Payment Processor before our acceptance of your Subscription purchase, and you must use one of the payment methods accepted by the Payment Processor. Data Insights does not view or store your full credit card or other payment method information. For all payments, the Payment Processor will collect your payment method details and charge your chosen payment method in connection with your Subscription. You acknowledge and agree that Data Insights is not responsible for any breaches of your credit card or other payment method security or privacy.

Subscription Auto-Renewal and Cancellation

Certain aspects of our Services are available only through paid Subscriptions that automatically renew. SUBSCRIPTION RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR DESIGNATED PAYMENT METHOD AT THE FEE RATE UNTIL YOU CANCEL. Unless otherwise set forth herein, (a) all Subscriptions automatically renew for additional periods equal to thirty (30) days; and (b) the per-unit pricing during any automatic Renewal Term will be the then-current price communicated to you by us. Either party can give the other notice of non-renewal before the end of a Subscription Term to stop a Subscription from automatically renewing. Cancellations will apply on a going-forward basis, and you will not be entitled to any refund. You understand that you must cancel your Subscription prior to the next Renewal Term to avoid automatic renewal. You may cancel your Subscription by using our designated online cancellation mechanism or by sending an email to insights@rimarketplace.com with the subject line "SUBSCRIPTION CANCELLATION," and that cancellation will be effective at the end of your current monthly billing period. You will not receive a refund, although you will continue to have access to the Subscription Service through the end of your monthly billing period.

YOU HEREBY EXPRESSLY AGREE THAT DATA INSIGHTS MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU UNTIL WE RECEIVE WRITTEN NOTICE FROM YOU THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT UPON SUCH NOTICE. IN THE EVENT THAT YOU OR WE (THROUGH OUR PAYMENT PROCESSOR) UPDATE YOUR PAYMENT METHOD TO REMEDY A CHANGE IN VALIDITY OR EXPIRATION DATE, WE MAY AUTOMATICALLY RESUME CHARGING YOU FOR YOUR SUBSCRIPTION WITHOUT FURTHER AUTHORIZATION FROM YOU, UNLESS AND UNTIL WE RECEIVE WRITTEN NOTICE FROM YOU THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD.

Free Trials

Data Insights may offer free trials without payment. ONCE YOUR FREE TRIAL ENDS, WE WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR SUBSCRIPTION ARE DESCRIBED ABOVE. PLEASE NOTE THAT YOU WILL NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR SUBSCRIPTION HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.

Termination for Cause

We or you may terminate the Agreement if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides written notice of the breach. We may terminate the Agreement immediately upon notice to you if we reasonably believe that the Subscription Service is being used by you in violation of applicable law or that you are misusing the Subscription Service in violation of the Terms of the Agreement.

Termination Without Cause

We may terminate the Agreement without cause at any time and for any or no reason; provided that, solely for paid Subscriptions, we will provide you with at least thirty (30) days prior notice. Either party may terminate a free trial at any time by providing the other party written notice.

Effect of Termination

Upon any termination for cause by you, we will refund you any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. You will not be entitled to any refund of prepaid fees in any other circumstance, but we may, in our sole discretion, choose to provide you a refund under certain circumstances. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination. Upon any termination of any kind, you will promptly cease all use of the Subscription Service.

Access to Subscription Service

By using the Subscription Service in accordance with these Terms, you are granted a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Services that are provided with the Subscription Service; provided, however, that Data Insights reserves the right to revoke such access at any time and for any reason and further reserves the right to revoke your access to the Subscription Service, either temporarily or permanently, at any time and for any reason. This Agreement does not give you permission to share, redistribute, sell, lease, loan or otherwise distribute any of the Services or the Subscription Service. Data Insights reserves all rights, authority and interests not otherwise granted under this Agreement.

Consent to Moody's Terms and Conditions

By using this Website and the Subscription Service, User accepts and agrees to be bound and abide by the terms and conditions of Moody's Analytics ("Moody's") as set forth on Exhibit A, as such terms and conditions relate to the Subscription Service, including the data provided by Moody's to the Subscription Service, which data is referred to therein as the "Licensed Data".

Privacy

By using the Website and the Subscription Service, User accepts and agrees to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference. All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Restrictions

User shall not, and shall not permit any third party, including any third party providing services or technology to or for the benefit of User, to:

  • copy, distribute, attempt to get unauthorized access to, or disclose any part of the Subscription Service in any medium, including any automated or non-automated "scraping" of the Subscription Service;
  • modify, adapt, reproduce or create derivative works based on the Subscription Service;
  • use the Subscription Service to develop any similar or competitive service or other information resource of any kind (print, electronic or otherwise) for sale to, distribution to, display to or use by others;
  • use any automated system to access the Subscription Service in a manner that sends more request messages to the Data Insights servers than a human can reasonably produce in the same period of time by using a conventional online web browser;
  • modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Subscription Service, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Subscription Service or the data generated from it;
  • upload invalid data, viruses, worms or other harmful software code, files, scripts or agents through the Subscription Service;
  • rent, lease, distribute, sell, resell, assign, license, sublicense or otherwise transfer its rights to access or use the Subscription Service;
  • remove any proprietary notices from the Subscription Service or any other Data Insights materials furnished or made available hereunder;
  • take any action that imposes, or may impose (as determined by Data Insights in its sole discretion) an unreasonable or disproportionately large load on the Data Insights infrastructure;
  • use any portion of the Subscription Service to encourage or engage in illegal activity, stalk, threaten or harass another person, or violate these Terms or any applicable local, state, provincial, national or international law, rule, regulation or ordinance, including without limitation, state, provincial and local real estate practice, spam or privacy laws;
  • monitor data or traffic without permission, interfere or disrupt networks connected to the Subscription Service, or interfere with the ability of others to access or use the Subscription Service;
  • bypass the measures Data Insights may use to prevent or restrict access to the Subscription Service, including features that prevent or restrict use or copying of any Subscription Service to enforce limitations on access to or use of the Subscription Service;
  • share login information for the Subscription Service or allow more than one individual to use the Subscription Service under a single account pursuant to this Agreement;
  • use the Subscription Service to obtain unauthorized access to Data Insights data that would otherwise have required User to pay additional fees; or
  • use, reproduce or modify the Subscription Service for training or enhancing generative artificial intelligence models or algorithms without the prior written consent of Data Insights. This prohibition includes uploading or feeding any portion of the Subscription Service into any generative AI tool or platform.


Intellectual Property

Unless explicitly stated otherwise, all information, looks, marks, symbols, images, icons, graphics, slogans and other materials provided on this Website, as well as the underlying software for the Subscription Service are copyrighted, licensed and/or otherwise protected by intellectual property rights. By using the Subscription Service, User agrees to abide by any and all copyright and intellectual property protections. Additionally, User promises not to use Data Insights' logos, marks, copyrights or other information in such a way that would create an impression that User owns, has a right to license, or is associated with such items. Any data and information that User obtains from the Subscription Service is intended solely for User's individual use and shall not be distributed or otherwise used for any other purpose.

In the event that you become aware of a violation of, or infringement upon, any of Data Insights' intellectual property rights, licenses or otherwise, you agree to notify Data Insights immediately. The ownership of, and rights in, all of the Subscription Service, patents, trademarks, copyrights and other rights and title shall be the sole and exclusive property of Data Insights.

Third-Party Products

Data Insights may make available or integrate certain third-party products and services, including but not limited to open source software ("Third-Party Products") for use in connection with the Subscription Service. The Subscription Service may also integrate with, or contain, third-party materials or information, or links thereto, that are not owned or controlled by Data Insights ("Third-Party Information"). Data Insights does not endorse or assume any responsibility for any Third-Party Products or Third-Party Information. User acknowledges that such Third-Party Products or Third-Party Information may be made available under, and in such case User shall be subject to any such, separate or additional terms and conditions and privacy policies, including but not limited to open source licenses. If User accesses any third-party website, Third-Party Product or Third-Party Information, User does so at User's own risk, and User acknowledges and agrees that neither the Agreement nor our Privacy Policy apply to User's use of such sites or services. User expressly relieves Data Insights from any and all liability arising from User's use of any Third-Party Products or Third-Party Information.

Disclaimer of Warranties

USER EXPRESSLY AGREES THAT USE OF THE SUBSCRIPTION SERVICE AND RELIANCE ON ITS CONTENT IS AT USER'S OWN RISK. THE WEBSITE, CONTENT AND SOFTWARE IS PROVIDED ON AN "AS-IS; AS-AVAILABLE" BASIS, AND DATA INSIGHTS, ITS AFFILIATES AND SUBSIDIARIES AND ANY THIRD-PARTY SUPPLIERS AND/OR LICENSORS EXPRESSLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES. SUCH DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY.

Data Insights makes no representations or warranties, express or implied, regarding the accuracy or completeness of information on the Subscription Service. Access to the Subscription Service may be delayed, unavailable or otherwise restricted at any time, and Data Insights makes no representations or warranties regarding the reliability and/or accessibility of the Subscription Service. Data Insights may elect at any time to suspend, alter or stop the Subscription Service, and will not be liable to User for doing so. Where information on the Subscription Service has been submitted or provided by third parties, Data Insights accepts no liability, responsibility or otherwise for such content, or for actions that may arise as a result of such content. Furthermore, Data Insights makes no warranties or representations regarding the utility, accuracy or truthfulness of such content, and expressly disclaims the endorsement of the content, products, services or links made available by such third parties.

Limitation of Liability

Unless otherwise required by law, User agrees to hold harmless Data Insights and its employees, agents, principals, affiliates, directors, attorneys, advisors and subsidiaries ("Representatives") for any injuries or damages resulting from errors, omissions, failures of performance, interruption, delays, defects, connectivity issues, browser issues or otherwise. These limitations and exclusions apply regardless of whether any damages or claims arise from breach of contract, negligence or any other cause of action, unless such exclusions are otherwise prohibited by applicable law.

DATA INSIGHTS DISCLAIMS ALL RESPONSIBILITY FOR ANY DAMAGES, LOSS, CLAIMS OR OTHERWISE RESULTING FROM THE INABILITY TO USE THE SUBSCRIPTION SERVICE, OR FROM ANY ACTION TAKEN AS A RESULT OF USING THE SUBSCRIPTION SERVICE. DATA INSIGHTS IS NOT LIABLE TO USER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING FROM ALLEGED NEGLIGENCE, TORT OR OTHERWISE, REGARDLESS OF WHETHER DATA INSIGHTS HAS BEEN INFORMED OF THE POSSIBILITY AND/OR LIKELIHOOD OF SUCH DAMAGES.

Indemnity

User agrees to hold Data Insights and its Representatives harmless from any claim and/or demand, including a claim for attorneys' fees, made by any third party, where such claim or demand arises from User's use of the Subscription Service and any breach of these Terms.

Where such a claim or demand arises, User agrees to permit Data Insights to defend such claim, in Data Insights' sole and absolute discretion. User acknowledges that, absent the express written consent of Data Insights, User has no right to settle or negotiate a claim for which Data Insights is named as a defendant or for which User has indemnity obligations.

Waiver of Class Action

As a condition of using the Subscription Service, User agrees and acknowledges that any claims or causes of action arising out of or connected with these Terms shall be resolved individually, without resorting to a class or representative action. By continuing to access or use this Website and the Subscription Service, User explicitly consents to the waiver of such class and representative actions.

Legal Compliance

User's continued access and use of the Subscription Service serves as acknowledgement that User will comply with all applicable laws, regulations and ordinances, whether they be federal, state, local or of another country, regarding User's use of the Subscription Service in connection with User's bidding on, marketing, soliciting of offers to purchase and selling of property.

By using the Subscription Service, User represents that User has knowledge of, and is in compliance with: (1) any applicable anti-bribery, anti-money laundering or anti-corruption laws or regulations whether of the United States ("U.S.") or of any other jurisdiction where User conducts business or has a legal presence; (2) the export control laws of the U.S. administered by the U.S. government (including, but not limited to, the Departments of Commerce, Energy, Agriculture and State); (3) the economic sanctions laws of the U.S. administered by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury and by the Department of State, and in this regard, User represents that (a) any entity of which User is acting on behalf is not 50% or more owned (directly or indirectly) by an individual or entity on OFAC's List of Specially Designated Nationals and Blocked Persons ("SDN List"), and (b) neither User nor any entity of which User is acting on behalf owns 50% or more of an entity on the SDN List; (4) the laws governing foreign investment in the U.S. administered by the Committee on Foreign Investment in the U.S. ("CFIUS"), Department of Treasury, particularly as they apply to real estate transactions; (5) the anti-boycott laws administered by the U.S. Departments of Commerce and Treasury; and, (6) all material laws in each jurisdiction where User or any entity of which User is acting on behalf conducts business or has a legal presence.

Force Majeure

Neither you nor we will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, pandemics and governmental action.

Relationship of the Parties; No Third-Party Beneficiaries

The Agreement does not create a partnership, joint venture, agency, franchise, fiduciary relationship or employment relationship between the parties. There are no third-party beneficiaries to the Agreement; a person who is not a party to the Agreement may not enforce any of its terms under any applicable law.

Email Communications

Except as otherwise set forth herein, all notices under the Agreement will be by email, although we may instead choose to provide notice to you through the Subscription Service. Notices to us must be sent to insights@rimarketplace.com. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

We may change these Terms and the other components of the Agreement in accordance with this Section. You can review the most current version of the Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The revised Agreement will become effective upon posting of the change. If you access or use the Subscription Service after the effective date, that use will constitute your acceptance of any revised terms and conditions.

Waiver and Severability

No waiver by Data Insights of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Data Insights to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. Should any provision of these Terms be held invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

Assignment

Data Insights may assign this Agreement, in whole or in part, at any time. Such assignment is permitted regardless of whether or not Data Insights gives notice to User of such assignment.

Applicable Law

By using the Subscription Service, User agrees that applicable federal law and the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms and any dispute that might arise between User and Data Insights. User agrees that venue for any such disputes shall be located in the federal and state courts located in the District of Columbia. User also waives any right to claim that such forum is inconvenient.

Arbitration

For any dispute, claim, question or disagreement arising from or relating to the transactions contemplated hereby or any other aspect of your relationship with us ("Dispute"), you agree to first contact us at insights@rimarketplace.com. and you and we agree to attempt to resolve the dispute informally. If we have not been able to resolve a dispute within sixty (60) days of your first contact, we each agree to settle and resolve any Dispute by binding arbitration in the District of Columbia, before Judicial Arbitration and Mediation Services, Inc. ("JAMS"). The arbitration shall be conducted before a single arbitrator in accordance with JAMS' rules and procedures, except as expressly modified by this paragraph. The arbitrator's decision on the Dispute shall be a final and binding determination and shall be fully enforceable as an arbitration award in any court having jurisdiction and venue over the parties. For such purpose, the arbitrator shall determine the prevailing party. Each party to this Agreement submits to the exclusive jurisdiction of the state and federal courts located in the District of Columbia for purposes of compelling arbitration or giving legal confirmation of any arbitration award. Nothing in this section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation or violation of our data security, intellectual property rights or other proprietary rights.

Comments and Feedback

All comments, feedback, requests for technical support and other communications relating to the Website or the Subscription Service should be directed to insights@rimarketplace.com.

To the extent that Data Insights receives from User any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Subscription Service or any other products or services ("Feedback"), Data Insights may use, disclose and incorporate into the Subscription Service such Feedback, including to improve the Subscription Service and to develop, market, offer, sell and provide other products and services without restriction, without any compensation or consideration to User for such Feedback.

Entire Agreement

The Agreement, including these Terms and any other terms or conditions provided by us in connection with the Subscription Service, together with any and all documents referenced herein or therein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Exhibit A

Moody's Required User Provisions

User also agrees to, and shall comply with, the provisions set forth below.

Proprietary Notice; Subscription Service provided solely for User's internal or personal use; No Redistribution to Third Parties.

ALL INFORMATION INCLUDED IN THE SUBSCRIPTION SERVICE, INCLUDING THE LICENSED DATA PROVIDED BY MOODY'S ANALYTICS, INC. ("MOODY'S"), (COLLECTIVELY, THE "INFORMATION"), FURNISHED BY DATA INSIGHTS PURSUANT TO THE AGREEMENT SET FORTH IN THE PRECEDING TERMS AND CONDITIONS OF USE (THE "AGREEMENT") ARE PROPRIETARY TO DATA INSIGHTS (OR DATA INSIGHTS' LICENSORS) AND ARE SO FURNISHED AT USER'S REQUEST AND FOR USER'S EXCLUSIVE USE. NO INFORMATION SO FURNISHED MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, REDISTRIBUTED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY USER OR ANY OTHER PERSON OR ENTITY, WITHOUT DATA INSIGHTS' PRIOR WRITTEN CONSENT (OR THAT OF DATA INSIGHTS' LICENSORS, AS APPLICABLE).

No Warranties; Limitation on Liability; Liability Cap.

All Information furnished pursuant to this Agreement is obtained by Data Insights from sources believed by it to be accurate and reliable. However, because of the possibility of human and mechanical error as well as other factors, all Information is provided "AS IS" without warranty of any kind, and DATA INSIGHTS (AND DATA INSIGHTS' LICENSORS), IN PARTICULAR, EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES TO USER OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE INFORMATION, EXPRESS OR IMPLIED, AND WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION (A) ANY WARRANTY, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, OR THE RESULTS TO BE OBTAINED FROM USE OF THE INFORMATION, (B) THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EVEN IF DATA INSIGHTS HAS BEEN INFORMED OF SUCH PURPOSE; AND (C) ANY WARRANTIES ARISING BY IMPLICATION OR FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

To the extent permitted by law, under no circumstance shall DATA INSIGHTS (or DATA INSIGHTS' Licensors) have any liability to User or any other person or entity for (a) any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Data Insights or any of its directors, officers, employees or agents or Licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Information, or (b) ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR COMPENSATORY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), EVEN IF DATA INSIGHTS SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, IN EITHER CASE CAUSED BY, RESULTING FROM OR RELATING TO THE USE OF, OR INABILITY TO USE, ANY INFORMATION. Without limiting the foregoing, in no event shall the total liability of DATA INSIGHTS or DATA INSIGHTS' licensors in the aggregate to User arising from this Agreement (based on any cause of action whatsoever) exceed the fees actually paid by User to DATA INSIGHTS within the twelve (12) month period immediately preceding the date upon which the relevant claim accrued.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT HISTORICAL FACT. MOODY'S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY'S CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR A PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING OR SALE.

MOODY'S CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER MOODY'S CREDIT RATINGS OR MOODY'S PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

Moody's Rights to Data

User agrees and acknowledges that the Licensed Data is and shall remain the valuable intellectual property owned by, or licensed to Moody's, and that no proprietary rights are being transferred to User in such materials or in any of the information contained therein. User agrees that misappropriation or misuse of such materials shall cause serious damage to Moody's and that in such event money damages may not constitute sufficient compensation to Moody's; consequently, User agrees that in the event of any misappropriation or misuse, Moody's shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which Moody's may be entitled.

Securities Disclosures

Moody's Investors Services, Inc. ("MIS"), a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for the rating opinions and services rendered by it fees ranging from $1,000 to approximately $2,700,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. MCO annually publishes on its website at https://www.moodys.com disclosures regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than five percent (5%). Although certain of the products licensed hereunder are designed to predict what an MIS rating would be based on certain assumptions, financial and portfolio data and/or other variable inputs, the output from such products may or may not reflect a MIS rating actually assigned to such security or issuer, whether or not any of the assumptions or other data are correct, or the ultimate events related thereto differ materially from the factors used as inputs to such products. Nothing in this Agreement will compel MIS to assign, as a result of any Information, a particular rating or any revision thereof to the User or any securities, debt or other instruments. User understands that MIS may at any time refuse to issue any rating, or, if already issued, revise or withdraw such rating. User further agrees not to represent, imply or otherwise suggest that any output from such products constitutes or affects an MIS rating, rating action or opinion.

User expressly agrees, on behalf of itself and each other person or entity that it permits to use any Information ("Third Party User"), that (a) the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the Information are, and will be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, hold or sell any securities, (b) the Information will be weighed solely as one factor in any investment decision made by or on behalf of User or any Third Party User, and (c) it will accordingly make its own study and evaluation of each security, and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. User agrees, on behalf of itself and each Third Party User, that (i) none of the credit ratings and other opinions, and valuations, quotes, statistical, quantitative or other information contained in the Information, or any statements or disclosures by Moody's to User or a Third Party User regarding the foregoing, shall create any duty of care on the part of Moody's or any Moody's Affiliate to User, (ii) neither Moody's nor any Moody's Affiliate is acting as a financial adviser to User, and (iii) none of the credit ratings and other opinions, and valuations, quotes statistical, quantitative or other information contained in the Information (whether in oral or written form) or statements or other communications supplied by Moody's or any of its employees, representatives or agents shall constitute a representation or a warranty or the provision of investment advice.

Not a Real-Time Service

User acknowledges and understands that the Moody's Ratings Delivery Service is not a real-time service, and that it may not reflect the most recent changes to ratings and other information published by MIS, until MIS completes its regularly scheduled updates to the service. Users of this service must refer to the official MIS press release announcements of ratings and related changes available on its website to receive up to date information.