Maxsight™ Data Access Modules – Product Terms

Risk Insight Modules:

  • Risk Insights – Shell Company Indicator Risk
  • Risk Insights – Sustainability Risk
  • Risk Insights – Operational Risk
  • Risk Insights – EDF-x Risk 
  • Risk Insights – Cyber Risk
  • Risk Insights – Forced Labor Risk
  • Risk Insights – Payment Risk Assessment

Limited Data License; Risk Insights Modules. If pursuant to the terms of the Order Form,  Client activates any of the Risk Insights Modules above within Maxsight Data Access, subject to the Terms and Conditions and the Order Form, and only for so long as the Order Form is in force and effect, Client is receiving and accepting from Moody’s a limited, non-exclusive and non-transferable license to access certain Shell Company Indicator Risk Data (“SCI Data”), EDF-X Risk Data, Sustainability Risk Data from the Orbis ESG module, Operational Risk Data and/or Cyber Risk Data, that are displayed by Moody’s within such Risk Insight Modules. Client agrees to use such data only for the purposes expressly authorized by the Terms and Conditions and the Order Form. Such license shall be subject to the following additional terms and conditions:

  • The Client shall not be entitled to copy, save or print out, on any one occasion or in a series of occasions, any data contained in the subscribed Products so as to obtain a version of all or a substantial part of such data. 
  • Notwithstanding anything in the Terms and Conditions or this Order Form to the contrary, Client shall not use or integrate the Products or any portion of the Products into any indices, structured products or any other similar products or services. 
  • For purposes of Client’s use of SCI Data, Client acknowledges and agrees that the indicators of shell company risk set forth within the SCI Data: (a) are generated by Moody’s based on methodologies consistently applied to all assessed companies and taking into account individual attributes of such companies and the information then available to Moody; (b) shall be construed solely as statements of opinion and not statements of fact, legal, tax or compliance advice or recommendations to enter or not enter into a designated transaction or business relationship, or take any course of action; and (c) shall be weighed solely as one factor in any decision by Client. Client shall accordingly, with due care, make its own evaluation of each transaction, business relationship, or course of action. 
  • For purposes of Client’s use of the Risk Insights - Sustainability Risk module, the additional terms and conditions for the Orbis ESG Module posted at https://www.moodys.com/web/en/us/legal/third-party-licensor-terms.html shall apply. 
  • For purposes of Client’s use of Risk Insights - Cyber Risk, Client understands that Risk Insights - Cyber Risk contains BitSight data (“BitSight Data”) for which the following terms apply:
    • The BitSight Data provided hereunder shall be deemed confidential information of BitSight and Client shall be entitled to use the BitSight Data external to its organization only as follows: 
      • to share with any third party, including publicly, any BitSight Data that relates exclusively to the Client and Client’s BitSight-provided industry sector rating; and 
      • to share the relevant data that relates exclusively to a rated organization with such organization for the purpose of initiating or maintaining a business relationship, so long as such rated organization is a current or prospective vendor/service provider, regulator, insured, or affiliate (including any portfolio companies or potential acquisition or investment targets) of Client. 
    • In respect of the use of the BitSight Data: 
      • Client shall not use the BitSight Data to publish and disclose any competitive benchmarking tests or analysis; 
      • Client shall not use the BitSight Data to intentionally disparage, malign or impugn any third party, or to enable access to any third party’s network or systems or to disrupt the security, integrity of performance of the same; 
      • Client shall not be entitled to use the BitSight Data to initiate any litigation or support any litigation or arbitration against any third party; 
      • Client shall not remove any copyright notices or other legal disclaimers from the BitSight Data;  
      • Client shall not access or use the BitSight Data in order to build or provide a competitive product or service or to share such information for the purpose of generating security product or services revenue; 
      • Client shall not use the BitSight Data for the primary purpose of managing the cybersecurity risk of third parties without the inclusion of other risk factors or considerations such as environmental, social, governance, financial, credit risk or related factors; 
      • If Client is an insurance company, provider or carrier, Client shall not use the BitSight Data to: 
        • directly sell, market, or underwrite cybersecurity insurance policies, and 
        • sell or market single all-encompassing cyber insurance policies together with a package of individual cyber policies (i.e., breach costs, extortion / ransom, payment processing, or a BI policy specifically for cyber-related interruptions). 
    • Client may provide suggestions, annotations, corrections, information, comments (including for enhancements, functionality, or clarification) or other feedback regarding the BitSight Data (“BitSight Feedback”). To the extent Client voluntarily chooses to provide BitSight Feedback, Client agrees that BitSight will own all right, title and interest in and to the BitSight Feedback (including any and all intellectual property rights subsisting therein), and further assigns and agrees to assign any and all rights in any BitSight Feedback to BitSight. 
    • BitSight Technologies, Inc. shall be deemed a third-party beneficiary of the Agreement with respect to enforcement of its rights in and to the BitSight Data.
  • For purposes of Client’s use of Risk Insights – Forced Labor Risk (“Forced Labor Risk”), the following terms shall apply: 
    • Client acknowledges and agrees that: 
      • the functionality and performance of Forced Labor Risk are dependent on the collection of data from third parties that are designated by Client for assessment (the “Assessed Third Parties”); and 
      • Client's ability to utilize Forced Labor Risk, as well as the Product’s performance and the output derived from it, are contingent upon the Client and the Assessed Third Parties providing Moody’s with complete and timely access to the necessary data. 
    • Moody’s hereby grants Client a non-exclusive and non-transferable license to provide to the applicable Assessed Third Party a copy of the assessment of such Assessed Third Party generated by Forced Labor Risk Assessment (the “Assessment”); provided, however, that , the provision of the Assessment to the Assessed Third Party (a) shall be done by Client on a confidential basis, clearly indicating that the Assessed Third Party shall not be entitled to redistribute the Assessment; (b) shall not be done in a recurrent manner as part of the distribution of automated reports to clients, investors or other third parties (such as account statements or trade confirmations); and (c) shall not be done in connection with a prospectus or other offering document. 
    • Client shall not use the license provided herein to provide advisory or consulting services, offer and/or develop for sale and/or distribution a product that competes with any product or service of any Moody’s Party. 
    • Client shall assume full liability for the provision of Assessments to the Assessed Third Parties and any redistribution of the Assessments, and indemnify and hold harmless the Moody’s Parties for any third party claims against the Moody’s Parties arising out of the Assessment and/or any redistribution thereof. 
  • For purposes of Client’s use of Risk Insights – Payment Risk Assessment (“Payment Risk”), the following terms shall apply: 
    • Client shall use Payment Risk Assessment solely in connection with Client’s present or prospective credit, financial, or risk management transactions with the business entities to which the Client’s inquiries relate. Client will not use Payment Risk Assessment as a factor in establishing an individual’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or employment purposes, or for any other purposes governed by the Fair Credit Reporting Act. Client warrants that in utilizing the Products, Client has and will comply with the federal Equal Credit Opportunity Act, the CAN-SPAM Act, and the Telephone Consumer Protection Act, each as amended, and their state counterparts. Client hereby agrees to indemnify, defend, and hold Moody’s and its affiliates, successors and assigns, and each of their respective officers, directors, employees, shareholders, legal representatives, and agents, and its Licensors, including its third-party data providers, its third party Client referral sources and endorsers (“Moody’s Indemnified Parties”) harmless from any damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals’ fees and court costs) which are directly incurred by the Moody’s Indemnified Parties in connection with any third party claims to the extent arising out of Client’s use of Payment Risk Assessment. 
  • Additional Terms, Trade Data Contribution for Payment Risk Assessment. If the Order Form for the Products sets forth that the Client is appointed as a Trade Data Contributor pursuant to these Additional Terms, Trade Data Contribution terms for Payment Risk Assessment section, then the following terms and conditions shall apply.

(a) Client agrees to submit its entire accounts receivable portfolio to Moody’s (the “Full A/R File”) one time per calendar month. Client must submit its initial Full A/R File within thirty (30) business days of the Effective Date of the Order Form.  If Client fails to provide a Full A/R File during any 60-day period during the Term specified in the Order Form, Moody’s reserves the right to increase any pricing for the Products licensed under the Order From based on Moody’s then current list prices by submitting written notice to Client. Upon receipt of such written notice, Client shall promptly pay Moody’s such additional fees as set forth in the notice.

(b) “Trade Data” shall mean an accounts receivable file of each of Client’s active and historic accounts that is submitted by Client to Moody’s, including each Full A/R File submitted by Client. Each Trade Data submission must meet Moody’s minimum data requirements and must contain information on all of Client’s active and historic Client accounts. Client hereby represents and warrants to Moody’s that all the Trade Data shall be true, accurate, and complete to the best of its knowledge and belief as of the dates submitted to Moody’s. To the extent the Trade Data contains any personal information about consumers, Client hereby also represents and warrants to Moody’s that Client collected the information directly from those consumers and has provided to them all notices required by applicable laws concerning the collection or use of personal information (including the California Consumer Privacy Act). Client grants to Moody’s a non-exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide, sublicensable right and license to use, reference, copy, modify, create derivative works from, display, publish, and distribute the Trade Data, including for the purposes of: (i) inclusion in Moody’s products and services, whether directly or indirectly, including without limitation, Moody’s products and services that are sold on a stand-alone basis and those that are integrated into third party products and services; (ii) use in products or services which may be sold or licensed to third parties by Moody’s or its distributors; and (iii) Moody’s business use, including without limitation, use in any manner chosen by Moody’s, including but not limited to, the use of such Trade Data to generate, use, and publish aggregate statistical information. The foregoing license shall survive the termination of the Order Form. This license shall supersede and control over any separate confidentiality or non-disclosure agreement, including any confidentiality terms included in the Agreement or the Order Form, between the parties in as much as Moody’s shall be permitted to retain any Trade Data provided to Moody’s and use such Trade Data as permitted by the license granted to Moody’s above. If Client provides Trade Data to Moody’s after termination of the Order Form, this section shall apply to that Trade Data notwithstanding termination of the Order Form. Moody’s shall own all rights, title, and interest in and to any materials, products, or services created by or on behalf of Moody’s in any form containing or derived from the Trade Data (or any part thereof), and Client shall have no ownership, authorship, or moral rights therein. Moody’s shall not identify Client as the source of the Trade Data to any third party unless (i) Moody’s is required to do so by legal process, provided that Moody’s, where reasonably practicable and to the extent legally permissible, provides Client with prior written notice of the required disclosure and provided further that Moody’s discloses no more information than is reasonably necessary in order to respond to the required disclosure, or (ii) Client gives written permission to Moody’s to do so.  Moody’s reserves the right at any time to discontinue pricing discounts, if any, for contributors of Trade Data, or to remove Trade Data contributor discounts from Client’s account if Moody’s discovers that Client has failed to contribute Trade Data as agreed or if Client’s Trade Data submissions fail to meet Moody’s minimum requirements.

(c) The terms of this clause (c) and clause (b) above, including Moody’s right to contributed Trade Data (as described above), shall survive the termination of the Order Form indefinitely.


Version: 1.0

Last Updated: June 10, 2025