MOODY’S PERMISSION REQUEST FORM (“REQUEST FORM”)
PLEASE BE ADVISED: YOUR SUBMISSION OF A REQUEST FORM DOES NOT CONSTITUTE PERMISSION TO USE
THE CONTENT. YOUR REQUEST IS NOT APPROVED UNLESS AND UNTIL YOU RECEIVE EXPRESS APPROVAL FROM
MOODY’S REFERENCING THIS FORM.
Requesting Party Contact Information
Company Name (“Company”):
Date:
Name of Contact:
Address:
Telephone Number:
Fax Number:
Email Address:
Additional Company Information
Nature of Company: ____ Commercial / For Profit
____ Not for Profit
Is Company an Issuer of Moody’s Investors Service, Inc.? ___ Yes
___ No
Does Company subscribe to any content, products or services offered by Moody’s
Analytics, Inc.? ___ Yes ___ No
Is Company an academic institution? ___ Yes
___ No
Description of Moody’s materials requested
for redistribution (“Content”)
(You must include a copy of the Content when
submitting your Request Form)
Describe your intended use of the Moody’s
Content (the “Work”)
(i.e., name of book, article or document, page or
section, title of graphic or table, etc.)
Proposed Use(s):
(check all that apply)
___ Academic textbook or article
___ News or magazine article
___ Print Form
___ Electronic Form
___ Internet Website (www._____
___ Other, describe: __________
Estimated Quantities of Copies to be printed
or distributed (if applicable)
__)
_____ Print copies (if applicable)
_____ Electronic copies (if applicable)
You acknowledge that the Moody’s Privacy Policy will govern the collection, use and disclosure of personal information (if any) by
Moody's in connection with this Request Form.
If your Request Form is approved, the following Content Usage Terms and Conditions (“Terms and Conditions”) will govern your use
of the Content:
CONTENT USAGE TERMS AND CONDITIONS
1.
Upon Moody’s approval and subject to the terms and limitations set forth in these Content Usage Terms and Conditions
(“Terms and Conditions”) and the Request Form, Moody’s grants to Company a non-exclusive, non-transferable, limited license to
use, publish, display and distribute the Content, solely as part of the Work and solely via the media specified in the Request Form.
Permission is granted only with respect to the entire, unmodified Content in the form originally published by Moody’s and provided to
Company. Any other use of the Content is not permitted without the written consent of Moody’s. Capitalized terms used but not
defined herein shall have the definitions set forth for such terms in the Request Form submitted by Company to Moody’s.
2.
Company acquires no rights to the Content or other intellectual property of Moody’s or its affiliates and licensors other than
those limited express rights granted under this Agreement. Company agrees not to modify, edit, alter, translate, excerpt or otherwise
change any Content except as expressly authorized by Moody’s in writing, including but not limited to: (a) summarizing, cutting, or
pasting any Content; (b) removing or altering any disclaimers; and (c) removing or altering any trademarks, service marks, names.
logos, copyright and trademark notices or any other indicia of ownership and intellectual property rights in Moody’s, its affiliates, or
third parties. Without limiting the foregoing, any use of Moody’s Content must bear an appropriate copyright notice applicable to the
relevant Moody’s Content.
3.
The Content has been obtained by Moody’s from sources believed by it to be accurate and reliable. Because of the
possibility of human or mechanical errors as well as other factors, the Content is provided “as is” without representation or warranty
of any kind, and MOODY'S HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY
WARRANTIES OF ANY KIND. FOR EXAMPLE, MOODY’S DOES NOT WARRANT THE ACCURACY, TIMELINESS,
COMPLETENESS, ADEQUACY, TRUTHFULNESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OF ANY CONTENT ACCESSED PURSUANT HERETO, AND MOODY’S SHALL NOT BE LIABLE TO
COMPANY OR TO ANY THIRD PARTY WITH RESPECT TO ANY ACTUAL OR ALLEGED INACCURACY,
UNTIMELINESS, INCOMPLETENESS, INADEQUACY, UNTRUTHFULNESS, UNMERCHANTABILITY OR
UNFITNESS. Company acknowledges that the credit ratings constituting part of the Content are, and must be construed solely as,
statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities, and that the Content must
be weighed solely as one factor in any investment decision made by or on behalf of any person to whom Company provides the
Content, and each such person must 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. Company shall not make
any statement with respect to the Content that is contradictory to or inconsistent with the foregoing disclaimers.
4.
Company acknowledges and agrees that the Content and Moody’s trademarks, service marks, names and logos (“Moody’s
Names and Marks”) are the property of Moody’s or its affiliates, and no rights (including rights for any use in promotional or
advertisement purposes), other than the limited right to use the Content bearing the Moody’s Names and Marks as specified herein, are
conveyed by this document. Company agrees that it will at no time contest the validity of any right, title or interest, including without
limitation any copyright or other proprietary right asserted by Moody’s or its affiliates, in or to the Content or Moody’s Names and
Marks. Company shall promptly advise Moody’s of any possible infringement of which Company becomes aware of any Content or
Moody’s Names and Marks.
5.
Company agrees that this grant of permission is not an endorsement by Moody’s of Company, or the issuer of the securities
which are the subject of the Content, or of any of the securities to which Moody’s has assigned a rating, and that publishing the
Content should not in any way convey or imply that Moody’s is endorsing Company, the issuer of the securities or any of their
products or services, or that Moody’s is affiliated with Company or the issuer of the securities. Company agrees and acknowledges
that it is solely responsible for compliance with all laws, including applicable securities laws, in connection with use and/or
republication of the Content. Company further agrees and acknowledges that, if it is an issuer or underwriter of securities under the
Securities Act of 1933 (or analogous securities laws or regulations in other jurisdictions), it has determined that it may lawfully use the
Content as intended and that it will not use the Content as, or disseminate the Content in, a prospectus or other offering document with
respect to securities.
6.
Company shall indemnify and hold harmless Moody’s, its affiliates and licensors, and all their officers, directors, employees,
shareholders, legal representatives, agents, successors and assigns, from and against any damages, liabilities, costs and expenses
(including reasonable attorneys’ and professionals' fees and court costs) to the extent they arise out of use of the Content. UNDER
NO CIRCUMSTANCES WILL MOODY’S BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. UNDER NO CIRCUMSTANCES SHALL
MOODY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF $100.00 OR THE AMOUNT
ACTUALLY PAID BY COMPANY TO MOODY’S UNDER THIS AGREEMENT.
7.
This Agreement constitutes the complete and exclusive understanding and agreement of Moody’s and Company relating to
the subject matter hereof and may only be amended in writing signed by the parties. This Agreement 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.
8.
By signing and returning this Request Form, you are acknowledging and agreeing, on behalf of yourself and the Company
that (a) any use of the Content permitted by Moody’s shall be subject to and governed by these Terms and Conditions, and (2) you and
Company will be legally bound by the Terms and Conditions. Further, you represent and warrant that you have the legal authority to
bind Company to the Terms and Conditions, and do so by signing and returning this Request Form.
9.
This Agreement will remain in full force and effect until terminated as provided in this Section or as otherwise specified on
the Request Form. Either party may terminate this Agreement with or without cause upon written notice to the other party. Upon
termination of this Agreement, Company shall cease all further use of the Content and, if applicable, shall remove all Content from
websites under the control or direction of Company. Sections 2 through 9 of these Terms and Conditions shall survive termination of
this Agreement.
AGREED TO AND ACCEPTED:
By: _________________________________
Name: _______________________________
Company: ____________________________
Title: ________________________________
Date: ________________________________