This website (the “Website”) is operated by Morningstar Credit Ratings, LLC (“Morningstar”).
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”).
you should not access or use the Website.
will be posted here at
You will be responsible for
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.
License and Use
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
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
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
such additional terms and conditions) will govern your use of that Content and you
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
enable it to enforce its proprietary rights in the information provided by
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
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
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.
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
any messages, information, or materials uploaded, posted, published, or transmitted
by you in connection with the Website.
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.
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
Neither party shall be deemed to have waived any breach by the other party of any
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.
such invalidity or unenforceability shall be limited to the maximum extent
in full force and effect.
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.
Morningstar Credit Ratings, LLC
New York Office
4 World Trade Center
New York, NY 10007
Phone: +1 646 560-4556
220 Gibraltar Rd
Horsham, PA 19044
Phone: +1 267 960-6018
Phone:+1 800 299-1665
Disclaimers; Limitation of Liability; Indemnification; Exclusive Jurisdiction and Venue; Waiver of Jury Trial.
Copyrights, Trademarks and Service Marks.
All Content is property that is owned by or licensed to Morningstar and is protected by copyright, trademark, service mark and other applicable intellectual property laws. All trademarks, service marks, images, logos and trade names published by this Website are proprietary to their respective owners and are protected by applicable intellectual property laws. Morningstar’s name and logo are its registered marks. Marks used in conjunction with Morningstar services and products are property of Morningstar. All other marks are the property of their respective owners. Any unauthorized use thereof is strictly prohibited. All rights reserved.
You may not copy, reproduce, distribute, redistribute, transfer, transmit, retransmit, disseminate, sell, license, publish, display, broadcast, circulate, recompile, decompile, disassemble, reverse engineer, modify, alter, frame, store, archive or create any derivative of any Content without Morningstar’s express written consent. You may not access or use any Content other than for your private, non-commercial use (and for any such use you shall retain any and all such copyright, trademark, service mark or other proprietary notices contained therein).
Each time you access or use this Website, you agree and consent to the applicability, to you, of Morningstar’s practices regarding the collection, retention and use of data and information from access or use of this Website.
Certain pages of this Website may request that you enter certain personal information, e.g., name, address, e-mail address, employer, job title, department, telephone or facsimile numbers, or other personal identifying information. Your responses to these requests are voluntary; however, if you do not provide the requested information and that information is required to access or use those pages or that area of this Website, you will not be able to access or use those pages or that area of this Website.
Morningstar will not sell or otherwise disclose your personal information to unaffiliated third parties without your permission, except as provided herein or as required or permitted by applicable law, for example, to comply with a subpoena or regulatory requirement or to protect against fraud or illegal activity. Morningstar reserves the right to view, review, monitor, record, and analyze data and information from access or use of this Website to the fullest extent permitted by applicable law. Such data and information may be subject to disclosure by or to law enforcement organizations, in connection with criminal investigation, prosecution or other matters, or by or to private parties, in civil litigation or other matters. Morningstar does not warrant or guarantee confidentiality of any communication, data, information or other item transmitted by means of the internet. You assume all risk with respect to your access or use of this Website or the internet.
Certain pages or areas of this Website cannot be accessed or used without a valid password. You are responsible to keep your password confidential and to not permit unauthorized use of this Website by the use of your password. You will immediately notify Morningstar if you become aware of any loss or theft of your password or any unauthorized use of your password. Morningstar reserves the right to delete or change a password at any time and for any or no reason.
Morningstar’s collection, retention and use of data and information from access or use of this Website may be undertaken or performed by Morningstar or service providers of Morningstar and may include the collection of domain names and e-mail addresses of Website visitors. Information may be aggregated to measure the number of visits, average time spent on this Website, pages viewed, and similar information. Morningstar reserves the right to compile and use aggregate data, and provide such aggregate data to third parties for statistical analysis. Morningstar may use this information to measure and analyze the use of this Website, to modify the content of this Website or to inform you about Morningstar products and services.
upload, post, e-mail or otherwise transmit to this Website: (a) any material that Morningstar deems to be unlawful, harmful, threatening, abusive, harassing, defamatory, misleading, deceptive, vulgar, offensive, obscene, pornographic, defamatory, hateful or invasive of the rights of any person (individual or entity); or (b) any computer code or file that contains any virus, worm, Trojan horse or other program that is likely to harm or impair this Website or the functioning of this Website;
use any "deep-link," "scraper," "robot," "bot," "spider," "data-mining," "computer code" or any other automated device, program, tool, algorithm, process, or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of this Website;
violate the restrictions in any robot inclusion headers on this Website or in any way bypass or circumvent any other measure employed to limit or prevent access to this Website
violate the security of, or seek unauthorized access to, this Website or any related system, network or server, through hacking, password mining or any other means;
obtain through any means by or through this Website any Content that Morningstar has not intentionally made available publicly or to you under your Separate Agreement;
interfere with the functionality of this Website; or
impose an unreasonable or disproportionately large load or burden on this Website or any related system, network or server, or, with respect to each of the foregoing, attempt to do so.
Your use of this website may be subject to sales, use or similar taxes. If you access or use this Website, Morningstar may invoice you, and you agree to pay, all such taxes that apply to your access and/or use.
You acknowledge, understand and agree that: (a) all credit ratings and other opinions, services, products, reports, information, data and other Content are: (i) provided solely for information purposes and not as financial, investment, tax or other advice, (ii) subject to any and all qualifications, limitations and parameters enumerated in any related materials related to such ratings provided by Morningstar, any initial ratings letter and/or subsequent confirmation letters or surveillance information provided by Morningstar, and Morningstar’s policies and procedures and methodology; and (iii) subject to applicable laws, rules and regulation, and you agree to reasonably cooperate with Morningstar in the event your cooperation is needed to comply therewith; and (b) all credit ratings and other opinions and similar or related reports, information, data and other Content are mere opinions, nothing else, and that, with respect thereto, Morningstar does not waive any protections, privileges or defenses available under applicable laws, rules or regulations, including, without limitation, the First Amendment of the Constitution of the United States of America.
You acknowledge, understand and agree that, with respect to all Content that is based on or incorporates information and data provided by third parties ("Third-Party Information") including, without limitation, issuers, sponsors, arrangers, servicers, special servicers, trustees, asset managers, securities administrators, paying agents, data vendors, subcontractors, and other third-party sources of reports, information or data, including, without limitation, engineering reports, environmental reports, appraisals, and rent rolls : (a) each such third party is solely responsible for its respective Third Party Information including, without limitation, the accuracy, completeness or reliability thereof; (b) the provision of Third-Party Information is not intended, does not imply and shall not be construed as any form of recommendation or endorsement of or responsibility for any Third-Party Information; (c) no Third-Party Information has been verified by Morningstar; (d) ALL THIRD-PARTY INFORMATION IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, GUARANTY OR WARRANTY OF ANY KIND; (e) Morningstar has no responsibility or liability for or control over, third-party information; and (f) MORNINGSTAR DOES NOT WARRANT OR GUARANTEE, AND EXPRESSLY DISCLAIMS ALL LIABILITY, REPRESENTATIONS, GUARANTIES AND WARRANTIES (INCLUDING, WITHOUT LIMITATION, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) FOR OR WITH RESPECT TO ALL THIRD-PARTY INFORMATION.
You acknowledge, understand and agree that: (a) all and any preliminary or final Third-Party Information is solely for your convenience and may or may not be provided in connection with any transaction; (b) all information contained or incorporated by reference in any Third Party Information may not be accurate as of any date (other than, if applicable, the date set forth therein as the date of the information contained or incorporated by reference therein) and may be outdated, unreliable or inaccurate; (c) no Third Party Information has been updated since the date set forth therein and material events affecting the information contained or incorporated by reference therein may have occurred since such date; (d) Morningstar is under no obligation to supplement, update, provide, correct or disseminate any Third Party Information; (e) Third Party Information shall not constitute a solicitation, recommendation, endorsement or offer by Morningstar or any of its directors, officers, employees, agents, consultants or other representatives, or anyone else, to buy or sell any security or other financial instrument or investment; and (f) no Third Party Information (i) shall be distributed or redistributed, (ii) is intended for distribution or redistribution to, or use by, any person or entity in any jurisdiction or country where such distribution, redistribution or use would violate any applicable law, or (iii) may be relied upon for any purpose.
You acknowledge, understand and agree that: (a) you shall not rely on any Content as any form of advice or in making any financial, investment, tax or other decision or with respect to any other act or omission; (b) you assume sole responsibility and risk for evaluating the merits and risks associated with any financial, investment, tax or other decision based on any Content or any other act or omission based on any content; and (c) although Content may refer or relate to securities or other financial instruments or investments, including, without limitation, pools or loans, or real or other properties, neither you nor anyone else shall construe any Content as: (i) financial, investment, tax or other advice; (ii) a solicitation, recommendation, endorsement or offer by Morningstar or any of its directors, officers, employees, agents, consultants or other representatives, or anyone else, to buy or sell any security or other financial instrument or investment, including, without limitation, any pool or loan, or real or other properties; or (iii) "investment advice" within the meaning of US Department of Labor regulation 29 C.F.R Section 2510.3-21(c) under the Employee Retirement Income Security Act of 1974, as amended. With respect to any and all securities or other financial instruments or investments, past performance is not necessarily indicative, and is not guarantee of, future performance or results.
You acknowledge, understand and agree that in connection with any letter-grade ratings or rating outlook or similar opinion provided by Morningstar, you shall solely consider such rating opinion based on the qualifications, procedures, methodology and caveats corresponding to such rating opinion as set forth on this website, including, without limitation the Morningstar Analysis and Considerations link at ratingagency.morningstar.com and Ratings Reports at ratingagency.morningstar.com and/or in the related ratings letters, related reports or other communication provided by Morningstar on the website or by other means determined by Morningstar. You agree that you have reviewed and understand such qualifications, procedures, methodology and caveats and related items as they relate to any rating opinion you have viewed. Any rating opinion should not be considered without an understanding and review of the preceding factors. In addition, you understand and agree that any rating opinions, analysis, projections, observations, Content or other items constituting part of any information provided by Morningstar on this website or otherwise are and must be construed solely as statements of opinion and not statements of fact.
Links to Other Websites.
Disclaimers; Limitation of Liability; Indemnification; Exclusive Jurisdiction and Venue; Waiver of Jury Trial.
THIS WEBSITE AND ALL CONTENT ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, GUARANTY OR WARRANTY OF ANY KIND. MORNINGSTAR, AND ITS INFORMATION OR SERVICE PROVIDERS, DO NOT WARRANT OR GUARANTEE, AND EXPRESSLY DISCLAIM ALL LIABILITY, REPRESENTATIONS, GUARANTIES AND WARRANTIES (INCLUDING, WITHOUT LIMITATION, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE) FOR OR WITH RESPECT TO ANY AND ALL OF THE FOLLOWING (COLLECTIVELY, THE "NON-WARRANTED MATTERS"): (A) THIS WEBSITE; (B) ALL CONTENT; (C) ANY FINANCIAL, INVESTMENT, TAX OR OTHER DECISION, ACT OR OMISSION MADE IN RELIANCE ON OR BASED ON ANY OF THIS WEBSITE OR ANY CONTENT; (D) WHETHER ANY OF THIS WEBSITE OR ANY CONTENT INFRINGES UPON ANY COPYRIGHT, TRADEMARK, SERVICE MARK OR OTHER INTELLECTUAL PROPERTY OR OTHER PROPERTY RIGHTS OF ANY THIRD PARTY OR IS DEFAMATORY TO OR INVASIVE OF ANY RIGHTS OF ANY THIRD PARTY; (E) ANY ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, OR CORRECT SEQUENCING, OR ANY FAILURES, DELAYS, INTERRUPTIONS, ERRORS, OMISSIONS, OR INACCURACIES, OF ANY OR ALL CREDIT RATINGS, OTHER OPINIONS, SERVICES, PRODUCTS, SOFTWARE, REPORTS, INFORMATION, DATA AND OTHER CONTENT, WHETHER ORIGINATED BY MORNINGSTAR, LICENSED BY MORNINGSTAR FROM ANY SUCH INFORMATION OR SERVICE PROVIDER, OBTAINED BY MORNINGSTAR FROM THIRD PARTIES OR PUBLICLY-AVAILABLE SOURCES, OR OTHERWISE; OR (F) ANY AND ALL ACCESS TO OR USE OF ANY OF THIS WEBSITE OR ANY CONTENT, INCLUDING, WITHOUT LIMITATION, WHETHER ANY OF THIS WEBSITE OR ANY CONTENT SHALL BE FREE OF (I) FAILURES, DELAYS, INTERRUPTIONS, ERRORS, OMISSIONS, OR INACCURACIES, OR (II) ANY COMPUTER CODE OR FILE THAT CONTAINS ANY VIRUS, WORM, TROJAN HORSE OR OTHER PROGRAM THAT MAY HARM, IMPAIR OR BE DETRIMENTAL TO ANY OTHER COMPUTER, SYSTEM, SERVER OR NETWORK.
Morningstar shall have no responsibility or liability for any event of "force majeure" under applicable law or any other failures, delays, interruptions, errors, omissions, or inaccuracies with respect to this Website, including, without limitation, all services, products, software and other Content that was caused by any reason or event reason or event beyond Morningstar’s reasonable control, including, without limitation, any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, utility or other power or any other failure to perform by any internet, information or service provider or any other person (individual or entity).
You acknowledge, understand and agree that the terms and conditions herein shall survive any termination of your right of access to or use of the materials identified herein.
Morningstar publishes its current Form NRSRO and Exhibits thereto on this Website. 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 published on this Website.
An NRSRO must disclose on its website its rating actions for ten percent (10%) of its credit ratings, selected on a random basis, for each class of securities for which it is registered as an NRSRO and has 500 or more outstanding issuer-paid credit ratings, with each required disclosure of a new rating action to be made no later than six months after the rating action was taken. Rule 17g-2(d)(2).
An NRSRO must disclose on its website all rating actions for any credit rating initially determined by the NRSRO on or after June 26, 2007 within: (a) 12 months for issuer-paid credit ratings; and (b) 24 months for other (e.g., unsolicited or subscriber-paid) credit ratings. Rule 17g-2(d)(3)(i).
An NRSRO must: (a) maintain on a password-protected website (i) a list of each structured finance security for which it is currently in the process of determining an initial credit rating that was paid for by the issuer, sponsor, or underwriter, and (ii) the website address where the issuer, sponsor, or underwriter of the security represents that the ratings information can be accessed; and (b) provide free and unlimited access to such password-protected website to any NRSRO that provides it with a copy of the required certification. Rules 17g-5(a)(3); 17g-5(e).
You agree that you shall not access or use any Content published or disclosed on this Website pursuant to, or as required by, United States securities laws, rules and regulations applicable to NRSROs other than as specifically and expressly permitted and contemplated by such laws, rules and regulations.
Certain SEC rules applicable to NRSROs may require an NRSRO to maintain a record of CUSIP information of securities rated by the NRSRO and to publish CUSIP information of securities rated by the NRSRO for which a rating, rating history, rating action or other information is made publicly available on its website (collectively, the "Ratings History").
You acknowledge, understand and agree that the CUSIP Database and all CUSIP information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and the ABA, and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. Any use by you outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. You agree that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, you agree that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other remedies to which CGS and ABA may be entitled. You agree that you shall not publish or distribute in any medium the CUSIP Database or any CUSIP information contained therein or summaries or subsets thereof to any person (individual or entity) except in connection with the normal clearing and settlement of security transactions. You agree that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third-party recipient of such service and is not intended to create and does not serve in any way as a substitute for any current or future services developed by CGS.
NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO VISITORS AND USERS ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY VISITOR FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.
You acknowledge, understand and agree that the foregoing terms and conditions shall survive any termination of your right of access to or use of the materials identified above.