Master Service Agreement
EXHIBIT D: CLARIFICATION ON PERMITTED USE
(This exhibit only applies to organizations who have been provided the right to modify the Client Solution to generate modified licensee materials within the Permitted Use section of the Order Form)
The Licensee shall not modify, edit, adapt, or use the Client Solution for purposes other than those expressly described in Licensee’s agreement with Licensor, without the express prior written consent of Licensor. Furthermore, in any use of the Client Solution, within any medium, the Licensee will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notice incorporated in the Client Solution or accompanying the Client Solution.
Use and Distribution.
- Licensee may alter the background of the Client Solution in a manner consistent with its branding standards and/or remove Licensor’s logo from the Client Solution.
- Notwithstanding the foregoing, Licensee may not remove or edit any disclaimer required by Licensor hereunder or use Licensor’s logo in any other manner or context. The following restrictions apply to Licensee’s use of the relevant marks.
- Morningstar® Andex® and Ibbotson® SBBI®-specific rules: The above incorporation rules and restrictions do not apply to Andex and SBBI. Where Licensee is licensed to Andex and/or SBBI, Licensee may add the Andex and/or SBBI logo (“imprint”). For posters and the SBBI print, the logo should be added in the top-right corner, and for Andex handouts, the logo should be added on the front cover. All other alterations must be approved by Licensor.
Print Distribution Rights and Responsibilities.
- Size of Graphics. Where Licensee is authorized to reproduce all or a portion of the Client Solution in print format, Licensee agrees that it shall not include in its printed Licensee Materials any graphics containing a portion of the Client Solutions exceeding 4 inches by 6 inches in size. Where Licensee is authorized to reproduce all or a portion of the Client Solution in electronic format as defined under License Type section, Licensee agrees not to print in hard copy any portion of the Client Solution in excess of 8.5 inches by 11 inches in size.
- Morningstar® Andex® and Ibbotson® SBBI®-specific rules: Where Licensee is authorized to reproduce Andex and/or SBBI in poster print format, Licensee may print in hard copy up to 25 x 38 inches in size.
Display of the Client Solution.
- Licensee may only use those Licensor logos or graphics contained in the Client Solution and then, only as part of its display of the Client Solution within Licensee Materials. Except as otherwise provided herein, Licensee agrees that it will not duplicate or recreate any logo, graphic or color scheme of Licensor.
- Licensee may not install the Client Solution(s) on any computer network or multiple central processing unit. Licensee may not reproduce (other than for the purposes of back-up), modify, distribute, display, disclose, transfer, decompile, or reverse engineer in any way the Client Solution(s) other than revision, distribution, display or disclosure of the Client Solution(s) in connection with a permitted use hereunder. Without limiting the generality of the foregoing, Licensee specifically agrees not to make any portion of the Client Solution available or downloadable by http, ftp, gopher, telnet or any other means, except to the extent specifically provided herein.
Use of Client Solution by Licensee End Users:
End users of the Client Solution do not have a license (and are therefore not permitted) to reproduce, modify, distribute, disclose, transfer, display in any other medium or format, or incorporate in another work, any portion of the Client Solution. Licensee agrees to take all reasonable steps to prevent any unauthorized use, downloading, revision, modification, distribution, disclosure, transfer or display of the Client Solution by any parties having access through Licensee, including, but not limited to, its end user clients.
Incorporation into Licensee Materials
The specific types of Client Solution into which Licensee may incorporate, and the restrictions related to such use, are designated below. Licensee may only incorporate the Client Solution into those types of Permitted Use indicated in an Order Form.
Licensee may incorporate and integrate all or a portion of the Client Solution, into printed formats, and make those printed materials available to its Presenters, and those Presenters’ existing or prospective clients, subject to the terms and conditions of the Agreement.
Licensee may incorporate all or a portion of the Client Solution into Internet Material, which may be distributed externally via the Licensee website(s), subject to the terms and conditions of the Agreement, and provided such Internet Material is distributed in Adobe portable document (.pdf) format only. The License Materials may only be incorporated into the pdf documents identified in this Agreement.
Licensee may incorporate all or a portion of the Client Solution as static images, which may be distributed to Presenters via the Licensee website(s), subject to the terms and conditions of the Agreement. Licensee shall not enable or in any way permit any such Authorized User or Presenter with the ability to interactively or otherwise dynamically generate any images using the Client Solution or the information contained in it. Licensee may distribute static images through the Licensee website only by means of hypertext transfer protocol (http).
- Licensee may distribute Intranet Materials containing all or a portion of the Client Solution(s) in Adobe portable document (.pdf) format only to the designated Licensee website(s), for internal use only by Authorized Users.
- Licensee may allow Presenters to download authorized amounts of the Intranet Materials containing Client Solutions from such site(s).
- Licensee may incorporate the Client Solution into electronic materials that are in PowerPoint or other similar, static electronic format, and may further distribute such electronic materials through its Presenters for the purpose of sales and educational presentations.
- Licensee may distribute and display electronic materials containing any portion of the Client Solution to individuals attending presentations conducted by its Presenters and then only through the electronic materials and/or paper print-outs of those electronic materials.
Notices and Disclaimers:
In every instance where the Client Solution(s) or any data contained therein are used or displayed, Licensee shall conspicuously include the following source line(s), as appropriate depending on the particular Licensed Materials used, in close proximity to each image containing the Licensed Materials. “Source: © [Insert year] [Sourced Entity]. All Rights Reserved. The information contained herein: (1) is proprietary to Precision Information LLC and/or its content or data providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Precision Information LLC nor its content or data providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.”