Proprietary Rights Notice
Moody's© Copyright 2001, Moody's Investors Service, Inc. ("Moody's"). Moody's ratings ("Ratings") are proprietary to Moody's and are protected by copyright and other intellectual property laws. Ratings are licensed to UBS AG by Moody's. RATINGS MAY NOT BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, 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 ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT.
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1. Proprietary Notice; Service provided solely for Client's internal or personal use; No Redistribution to Third Parties.
ALL MOODY'S RATINGS ("RATINGS"), FURNISHED BY UBS AG PURSUANT TO THIS SUBSCRIPTION AGREEMENT ARE PROPRIETARY TO MOODY'S INVESTORS SERVICES, INC. ("MOODY'S") AND ARE SO FURNISHED AT CLIENT'S REQUEST AND FOR CLIENT'S EXCLUSIVE USE. NO RATINGS 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 CLIENT OR ANY OTHER PERSON OR ENTITY, WITHOUT UBS AG'S PRIOR WRITTEN CONSENT.
2. No Warranties; Limitation on Liability; Liability Cap.
All Ratings furnished pursuant to this Agreement are obtained by Moody's from sources believed by it to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, all Ratings are provided "AS IS" without warranty of any kind, and UBS AG AND MOODY'S MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO CLIENT OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATINGS.
Under no circumstance shall UBS AG or Moody's have any liability to Client 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 UBS AG or any of its directors, officers, employees or agents, or Moody's, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Ratings, or (b) any direct, indirect, special, consequential, incidental or compensatory damages whatsoever (including, without limitation, lost profits), even if UBS AG OR MOODY'S 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 RATINGS.
Furthermore, it is expressly agreed that UBS AG or Moody's aggregate liability, if any, for any losses or injuries to Client arising out of any act or omission of UBS AG or Moody's in connection with anything to be done or furnished hereunder, regardless of the cause of the loss or injury and regardless of the legal right claimed to have been violated, shall never exceed £100 in the case of UBS AG or, in the case of Moody's, the fee paid by Client for access to the Ratings provided by Moody's hereunder in the month in which such cause of action is alleged to have arisen.
3. Moody's Rights to Data
Client agrees and acknowledges that the Ratings are and shall remain the valuable intellectual property owned by, or licensed to, Moody's and that no proprietary rights are being transferred to Client in such materials or in any of the information contained therein. Client 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, Client 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.
Client agrees and acknowledges that the CUSIP Database is and shall remain the valuable intellectual property owned by, or licensed to, Standard & Poor's CUSIP Service Bureau ("CSB") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Client in such materials or in any of the information contained therein. Client agrees that misappropriation or misuse of such materials shall cause serious damage to CSB and ABA and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, Client agrees that in the event of any misappropriation or misuse, CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CSB and ABA may be entitled.
5. Limitations on Client's Use
Notwithstanding the provisions of Clause 4.4 of the System Use Agreement, Client may, as part of and in the ordinary course of its business, redistribute (orally, in writing or by electronic means) to its clients and in its own business applications, reports, presentations, graphs and other publications limited excerpts of the Ratings without Moody's prior written consent, provided, however, that (i) the Ratings utilized are only supportive and incidental in nature to the substance of such presentations, reports and exhibits, (ii) Client agrees and acknowledges that Client shall assume full liability for any such redistribution of the Ratings, and (iii) Client agrees not to use the limited right to redistribute the Ratings provided pursuant to this Agreement either (a) on a recurrent basis or (b) to develop for sale and/or distribution or otherwise a product that competes with any UBS AG or Moody's product, or in the case of CUSIP Numbers and Standard Descriptions a product that substitutes for CUSIP Master Tape, Print, Electronic and/or CD-ROM Services, or in the case of Ratings a product that substitutes for Ratings. In the event Client makes such use of limited excerpts of the Ratings as permitted above, it shall give appropriate credit to Moody's as the source of such information.