(a) Subject to all the provisions hereof, including all exhibits, schedules and supplements annexed hereto, MSCI hereby grants to Distributor a temporary, non-sublicensable, non-transferable, nonexclusive, limited license to: (i) electronically disseminate and display the Index Level Data (as defined in Section 1.1(b) below) for the term set forth in Section 7.1 only through Distributor's product described in Schedule B (the "Product") to Distributor's customers for use by such customers in accordance with all the terms and conditions of this Agreement; (ii) hyperlink to MSCI's web site, www.msci.com, from any Distributor web page containing MSCI data or information, provided that this license may be revoked at any time by MSCI without affecting any of the other rights granted hereunder; and (iii) use the MSCI Marks (as defined in Section 4.1) solely in connection with Distributor's obligations in, and subject to the terms and conditions of, Section 4.1.
(b) Distributor may distribute only the information listed under the Vendor Index Module heading as listed in each Schedule A and only as index level value data (the "Index Level Data") to its customers (each, a "Customer"). The Distributor and each Customer must execute Customer Agreement approved by MSCI. MSCI hereby acknowledges that the Customer Agreement set forth in Schedule C shall satisfy the terms of this provision. Distributor may not provide any other components of the Data to any person or entity without express written permission from MSCI. [Subject to the terms set forth in Schedule B, Section B][OPEN] MSCI may from time to time by notice in writing to Distributor, effective as of the time indicated in such notice, revoke the right of any Customer to receive the Index Level Data or any portion thereof. In addition, Distributor shall display, or prominently provide a link to, [OPEN] the following disclaimer (or such similar language as may be provided in writing by MSCI):
Copyright MSCI [Year Data were provided to Distributor]. All Rights Reserved. Without prior written permission of MSCI, this information and any other MSCI intellectual property may only be used for your internal use, may not be reproduced or redisseminated in any form and may not be used to create any financial instruments or products or any indices. This information is provided on an "as is" basis, and the user of this information assumes the entire risk of any use made of this information. Neither MSCI nor any third party involved in or related to the computing or compiling of the data makes any express or implied warranties, representations or guarantees concerning the MSCI index-related data, and in no event will MSCI or any third party have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) relating to any use of this information.
(c) Distributor shall have the right to copy the Data solely as required to distribute the Index Level Data via the Product and as required for an archival record of the Product, provided that the Distributor will not copy any component of the Data (including, without limitation, to a mainframe central processing unit) unless appropriate internal controls, including without limitation password protected limited usage, are implemented to ensure that the Data and the components thereof are not accessed by unauthorized individuals or used for purposes not expressly authorized hereunder.
1.2 Proprietary Rights.
(a) Distributor acknowledges, that MSCI retains, and shall own and enjoy exclusive and unrestricted title to and proprietary rights in the Data, including, without limitation, all trade secrets, or other concepts, know-how and information incorporated therein and the exclusive rights to any copyrights and trademarks (including registrations and applications for registration of either) and all other statutory and legal protections available in respect thereof. No right or license of any kind with respect to the Data is granted to Distributor except as expressly provided herein.
(b) Distributor acknowledges that the goodwill pertaining thereto is the exclusive property of MSCI. All use of the MSCI Marks by Distributor shall inure to the benefit of MSCI. Without limiting the foregoing, Distributor will not, and will cause its affiliates to not, during the term of this Agreement, or any time thereafter directly or indirectly: (a) challenge or contest, or assist any third party in challenging or contesting, the validity of MSCI's rights to, or use or registration of, the MSCI Marks licensed to Distributor under this Agreement, or the validity of the license granted under this Agreement; (b) attempt to register any of the MSCI Marks licensed to Distributor under this Agreement (or any mark substantially similar to any of the MSCI Marks) in any jurisdiction; (c) challenge or contest, or assist any third party in challenging or contesting, the validity of MSCI's rights in or to the Data; or (d) challenge or contest, or assist any third party in challenging or contesting, the validity of any claims of copyright or other proprietary right by MSCI to all or any part of the Data. [Note: I've narrowed this section to MSCI Marks licensed under this Agreement. However, Data is already defined as what is licensed under this Agreement.]
(c) Distributor acknowledges that MSCI does not intend any copyright registration of, or notice of copyright on, the Data to constitute publication thereof within the meaning of Title 17 of the United States Code or to imply that the Data does not also contain and comprise valuable confidential and proprietary information of MSCI. Except as expressly permitted in this Agreement, Distributor shall take no action with respect to the Data inconsistent with the foregoing acknowledgments. Without limitation on the foregoing, Distributor agrees not to remove from the Data, and to reproduce on all permitted copies of the Data, any statutory copyright notice or restrictive legend contained on or included in the Data. Subject to Section 1.2(d) below, in this connection, Distributor shall ensure that all copies of the Data (or any portion thereof) will [OPEN] bear the following legend:
Copyright MSCI. [Year Data were provided to Distributor]. All Rights Reserved. Unpublished. PROPRIETARY TO MSCI (d) If inclusion of any required notices and legends is not technically feasible when the Data are displayed, Distributor shall notify MSCI in writing thereof and the parties shall mutually agree on an alternate method of display, which may include placing such notices and legends in printed and on-line instruction manuals and similar materials. Furthermore, Distributor will, in providing the Product, to the extent technically feasible, distinguish between the Data and other information provided via the Product, with a view to enabling users of the Product to distinguish between items in the Data and such other information. Upon MSCI's prior written request, Distributor shall promptly provide MSCI with a copy, in all applicable formats, of all software and other materials which incorporate the Data in order to confirm compliance with this Section 1.2.
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