RiskGrades - User Agreement

License
In consideration of the payment of the license fee, if any, paid by you for the Service (defined below), RiskMetrics Group hereby grants to you a personal, restricted and non-exclusive license to use the Service and any material and documentation provided on this web-site related to the Service for your own personal purposes on a single computer, but not for resale, relicensing or other redistribution, subject to the terms and conditions in this license. The copyright and all other right, title and interest in the Service and any material or documentation provided on the web-site related to the Service shall at all times remain with RiskMetrics Group or its licensors. RiskMetrics Group reserves all rights not expressly granted to you.
The Service
The RiskGrades™ measurement service is a set of on-line financial tools, created by RiskMetrics Group, a world leader in the measurement of financial risk, that measures the risk of your investments (the "Service") and includes an on-line course, called Understanding Risk, that reviews the fundamentals of risk and introduces users to the new RiskGrades™ tools. In order to use the Service you must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection the World Wide Web, including a computer and modem or other access devise.
Modifications of The Service RiskMetrics Group reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof, including the transmission of any related materials or documentation) with or without notice. You agree that RiskMetrics Group shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Permitted Uses; Prohibitions and Limitations on Use
You may:
1. use the Service on your personal computer for your personal use only, and
2. download and print any portion of the Service or the materials or documentation provided for your personal use only.
You must not, except as permitted under this License or by applicable law:
1. sublease, lease, sell, assign, transfer, distribute, rent, permit concurrent use of or grant other rights in the Service to any third party;
2. provide use of the Service in a computer service business, network, time sharing, interactive cable television, multiple CPU or multiple or concurrent user arrangement to users who are not individually licensed by RiskMetrics Group or otherwise exploit for any commercial purposes any portion of, the use of or access to the Service or the materials or documentation provided;
3. make copies of any portion of the Service or the materials or documentation provided;
4. translate, reverse engineer, decompile or disassemble any part of the Service or otherwise attempt to discover any source code; or
5. modify or adapt or create derivative works based on any part of the Service or the materials or documentation provided.
Your Registration Obligations
In consideration of your use of the Service, you agree to, where registration is applicable for the use of the Service: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or RiskMetrics Group has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RiskMetrics Group has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
RiskMetrics Group Privacy Policy
Registration Data and certain other information about you is subject to our Privacy Policy. You may review our Privacy Policy by clicking on the link marked Privacy on the web-Site.
Member Account, Password and Security
You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify RiskMetrics Group of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. RiskMetrics Group cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 7.
Links
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because RiskMetrics Group has no control over such sites and resources, you acknowledge and agree that RiskMetrics Group is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. You further acknowledge and agree that RiskMetrics Group shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, products, services or other materials available on or through any such site or resource.
Limitation of Liability
THE SERVICE AND ANY OTHER CONTENT, DATA, CALCULATIONS OR INFORMATION PROCESSED BY OR TRANSMITTED BY THE RISKME TRICS GROUP (COLLECTIVELY, "RMG CONTENT") ARE PROVIDED BY THE RISKMETRICS GROUP "AS IS", ALL EXPRESSED OR IMPL IED WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICE AND RMG CONTENT ARE HEREBY DISCLAIM ED, INCLUDING, BUT NOT LIMITED TO, (A) WARRANTIES AS TO MERCHANTABILITY OR USE FOR A PARTICULAR PURPOSE (INCLU DING INVESTMENT DECISIONS), WHETHER OR NOT THE RISKMETRICS GROUP KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVIS ED OF ANY SUCH PURPOSE, (B) WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM ANY USE OF THE SERVICE OR RMG CON TENT OR INFORMATION DERIVED FROM THE SERVICE OR RMG CONTENT OR (C) ANY REPRESENTATION OR WARRANTY THAT THE SER VICE'S RESULTS ARE IN ANY WAY GUIDANCE FOR ANY INVESTOR OR INVESTORS IN GENERAL TO DETERMININE THE SUITABILITY OR DESIRABILITY OF AN INVESTMENT IN A PARTICULAR SECURITY, OR SECURITIES IN GENERAL. TO THE EXTENT THAT ANY I MPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATI ON TO THIRTY (30) DAYS FROM THE DELIVERY DATE.

RMG CONTENT, THE SERVICE AND THE SERVICE'S RESULTS ARE NOT INTENDED TO BE AND SHOULD NOT BE CONSTRUED BY YOU A S INVESTMENT ADVICE BY THE RISKMETRICS GROUP, AN OPINION REGARDING THE APPROPRIATENESS OR SUITABILITY OF ANY I NVESTMENT BY THE RISKMETRICS GROUP, OR A RECOMMENDATION OR AN OFFER OR SOLICITATION BY THE RISKMETRICS GROUP F OR THE PURCHASE OR SALE OF ANY SECURITY OR SECURITIES IN GENERAL, OR OTHERWISE AN ENDORSEMENT, INDUCEMENT OR S OLICITATION OF ANY TYPE. THE RISKMETRICS GROUP SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED UPON, OR THE RESULTS OBTAINED FROM, THE SERVICE OR RMG CONTENT. RMG CONTENT AND THE SERVICE IS INTENDED FOR GENERAL IN FORMATION PURPOSES ONLY AND IS NOT INTENDED TO BE AND SHOULD NOT BE RELIED OR ACTED UPON WITHOUT CONSULTING WI TH AND OBTAINING SPECIFIC ADVICE FROM YOUR FINANCIAL OR TAX ADVISOR. HISTORICAL PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS.

THE RISKMETRICS GROUP DOES NOT GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, INTEGRITY OR COMPLETENE SS OF THE SERVICE OR RMG CONTENT. THE RISKMETRICS GROUP IS NOT RESPONSIBLE FOR YOUR INTENDED OR ACTUAL USE OF THE SERVICE, THE SERVICE'S RESULTS OR RMG CONTENT. THE SERVICE'S RESULTS ARE CALCULATED ON THE BASIS OF HISTO RICAL OBSERVATIONS AND SHOULD NOT BE RELIED UPON TO PREDICT FUTURE MARKET MOVEMENTS. IN NO EVENT SHALL THE RIS KMETRICS GROUP HAVE ANY LIABILITY FOR ANY LOSSES (WHETHER DIRECT OR INDIRECT, IN CONTRACT, TORT OR OTHERWISE) INCURRED IN CONNECTION WITH THE SERVICE OR RMG CONTENT, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR PROFIT, L OST OR DAMAGED DATA, DAMAGE TO OR INTERRUPTION OF ANY LOCAL AREA NETWORK, INTRODUCTION OF VIRUSES, WORMS OR OT HER DESTRUCTIVE PROGRAMS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY ANY PERSON IN RELIANCE UPON THE SERVICE (OR ITS RESULTS) OR RMG CONTENT, OR FOR ANY DELAYS, INACCURACIES, ERR ORS IN, OR OMISSIONS OF THE SERVICE OR ANY RMG CONTENT. THE MAXIMUM AGGREGATE LIABILITY OF THE RISKMETRICS GRO UP AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES IN CONNECTION WITH THIS LICENSE OR THE SERVICE, WHETHER IN TO RT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE LICENSE FEE PAID BY YOU FOR THE USE OF THE SERVICE GOVERNED BY THIS LICENSE.
Proprietary Rights
(a) You acknowledge and agree that the Service, any necessary software used in connection with the Service ("Software") and any materials, documents or other content provided by RiskMetrics Group that is related to the Service or the Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that any content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by RiskMetrics Group or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. (b) RiskGrade™, RiskGrades™, RiskImpact™, XLoss™, RiskMetrics™ and the Circle Design Logo are trademarks and service marks owned by or licensed to RiskMetrics Group, Inc. Without the express written approval of the RiskMetrics Group, you may not use the trademarks or service marks for any purpose.
Term; Termination
The license granted under this License shall remain in effect until terminated or expired in accordance herewith. You agree that RiskMetrics Group, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if RiskMetrics Group believes that you have violated or acted inconsistently with the terms of the License. You agree that any termination of your access to the Service may be effected without prior notice, and acknowledge and agree that RiskMetrics Group may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that RiskMetrics Group shall not be liable to you or any third-party for any termination of your access to the Service. All provisions of this License relating to disclaimers of warranties, limitation of liability, remedies or damages and RiskMetrics Group's proprietary rights in and to the Service and related materials and documentation shall survive termination of the license.
Governing Law; Arbitration
This License shall be governed by and construed in accordance with the laws of the state of New York, without giving effect to the principles of conflicts of law, and excluding that body of law applicable to choice of law. Any dispute or controversy arising under or in connection with this License shall be settled exclusively by arbitration to be held in the City of New York before a single arbitrator in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction, and the parties irrevocably consent to the jurisdiction of the courts located in New York, New York for that purpose. The arbitrator may grant injunctive or other relief. The decision of the arbitrator shall be final and binding on the parties.
Severability
If any provision of this License is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be severed from this License and the remaining provisions shall remain in full force and effect.
General
This License constitutes the entire agreement between you and RiskMetrics Group and governs your use of the Service, superceding any prior agreements between you and RiskMetrics Group. The failure of RiskMetrics Group to exercise in any respect any right provided for herein shall not be deemed a waiver of such right or any further right hereunder. Any action regardless of form, other than an action against you regarding RiskMetrics Group's intellectual property rights, arising in connection with this License must be brought within one (1) year after the date such cause of action shall have arisen or be forever barred. RiskMetrics Group shall have the right to collect from you any expenses incurred including attorneys' fees in enforcing its rights under this License.
Violations
Please report any violations of this License to riskgrades@riskmetrics.com.
©2000 RiskMetrics Group, Inc. All rights reserved.