RiskMetrics Group
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Business Practices & Policies

Privacy Policy

RiskMetrics Group, Inc. ("RiskMetrics Group") is committed to protecting your online privacy with respect to the personally identifiable information that we may obtain from you when you register for and use the measurement services offered by RiskMetrics Group at http://www.riskmetrics.com (the "Web Site"). Our Privacy and Information Security Policy ("Privacy Policy") answers frequently asked questions about your online privacy, including what personally identifiable information we may obtain from you and how it will be used and protected. RiskMetrics Group may from time to time change this Privacy Policy, so please check back periodically.

BY USING OUR WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS PRIVACY POLICY. IN ADDITION, YOU AGREE TO BE BOUND BY ALL CHANGES TO THE TERMS OF THIS PRIVACY POLICY WHEN THE REVISIONS BECOME EFFECTIVE (REGARDLESS OF WHETHER YOU HAVE REVIEWED THEM). IF YOU DO NOT AGREE TO THE TERMS OF THIS PRIVACY POLICY, YOU SHOULD NOT USE OUR WEB SITE.

What Personally Identifiable Information Do We Obtain From You? When Do We Obtain Such Information?


If, upon visiting our Web Site, your use is limited to browsing our informational content or obtaining risk analysis of individual stocks, we will not require that you provide us with any personally identifiable information.

However, we may request personal information from you at other times. For example:

  • If you wish to gain access to certain restricted areas of our free site, you will need to provide us with information such as your name, address, phone number, e-mail address, employer, job title and other information as we may require from time to time.
  • If you wish to download the standard RiskMetrics® data sets via FTP, we will need information from you such as your name, address, phone number, e-mail address, financial and other information as we may require from time to time.
  • If you wish to enroll online for one of our Continuing Professional Education (CPE) courses, we will ask that you provide us with certain personal information, including your name, credit card number, expiration date, e-mail address, mailing address and other information as may be required in order to process the credit card transaction. Your credit card information will be transferred to CyberCash servers for processing. CyberCash (as discussed in more detail below) employs a variety of security and risk management technologies to facilitate secure online transactions and to protect your credit card information. You can find more information about CyberCash at www.cybercash.com.
  • If you pass any of our online CPE courses and wish to obtain CPE credits, we will need information from you such as your name, address, phone number, e-mail address, password, the name of the completed course and other information as we may require from time to time.
  • If you wish to enter any sweepstakes, contests or promotions sponsored by us or by one of our business partners, we will need your name, e-mail address and other information as may be required by the rules of the specific contest.
  • If you choose to participate in a customer survey conducted by us or by one of our business partners, we may ask for your name, e-mail address and other information as may be required by the particular survey.
  • If you report a problem or submit a customer review, we will ask that you provide your name, e-mail address, user name, password, mailing address and phone number. Should you contact us for any reason other than to report a problem and/or submit a review, we may also keep a record and/or copy of your correspondence with us.

How Do We Protect The Security And Quality Of Your Personal Information?


To protect the security and quality of your personal information, we have implemented technical and managerial procedures to maintain accurate, current and complete information as well as to protect your personal information against loss, misuse or alteration when it is under our control. Your personally identifiable information will be encrypted and stored on our secured servers. Your personal information is also password protected so that access is limited to yourself and those with whom you share your password, RiskMetrics Group, as well as third party access facilitated by RiskMetrics Group with your prior permission.

We have also taken steps to help protect the integrity of your credit card information. As noted above, we use CyberCash to facilitate confidential online business transactions. When making payments on our Web Site, your credit card information is sent via a secure HTTP connection to our SSL-enabled Web server. The order is then passed on to our storefront software, which in turn passes the information to our Merchant's Connection Kit (MCK) running on the same server, which encrypts the information with Triple-DES industrial strength encryption. The encrypted payment information is then sent over the Internet and received through a secure firewall by the CyberCash CashRegister. CyberCash instantaneously passes your payment information to your financial institution. The request for authorization is approved or declined by your financial institution, and this response is returned to our storefront software via the CyberCash CashRegister. For more information about CyberCash, please review the company's Web site at www.cybercash.com.

How Do We Use Your Information?


Our primary use of your information is to administer, maintain and improve your overall experience on our Web Site as well as provide you with customized, personalization services and interactive communications.

  • If you check the "opt in" feature on our Web Site, we may from time to time send you e-mails regarding our Web Site and special promotions. Also, we occasionally may send you direct mail about products or services that we believe may be of interest to you.
  • We use your financial information (i.e., your credit card number) only to verify your credit and to bill you for the CPE courses. We also use your contact information as necessary to send you information about the CPE courses.
  • When you enter any sweepstakes, contests or promotions sponsored by us or by one of our business partners, we may use your e-mail address to send you status updates.
  • We use your IP address to help diagnose problems with our server and to administer the services offered on our Web Site. We also use your IP address to help identify you and to gather broad demographic information that we may share with our business partners, but only in the aggregate without any of your personally identifiable information.
  • We may research the demographics, interests and behavior of our customers based on the information provided to us during registration, course enrollment, sweepstakes, contests and promotions, from our server log files, from cookies and from surveys. Our research may be compiled and analyzed on an aggregate basis. We may share this aggregate data with business partners, but only in the aggregate, without any of your personally identifiable information.

Can You "Opt Out" Of Receiving Communications From Us?


If you change your mind and decide that you no longer want to receive promotional e-mails and/or direct mailings, you may opt out at any time by simply sending an e-mail request to web@riskmetrics.com. Similarly, if you are not receiving our promotional e-mails and/or direct mailings and wish to receive these materials, you may opt in at any time by simply sending an e-mail request to web@riskmetrics.com.

Linking And Privacy Policies Of Our Partners


Sponsors and other Web sites that have links on the Web Site may collect personally identifiable information about you. We are not responsible for the privacy policies or practices of such sites and the practices of these sites are not governed by this Privacy Policy. If you have questions about the privacy policies or practices of a third party site, you should contact the site administrator or webmaster of the specific site.

The Web Site also contains links to the www.riskgrades.com Web Site (the "RiskGrades® Site"). The practices of the RiskGrades® Site are not governed by this Privacy Policy, and users are advised to review the policies and practices of the RiskGrades® Site before submitting personal information or otherwise using the services offered on the RiskGrades® Site.

Finally, we may from time to time partner with other companies to offer co-branded services as well as sweepstakes, contests and promotions. Any information that you provide in connection with the co-branded services or any jointly sponsored sweepstakes, contests or promotions will become the joint property of RiskMetrics Group and its business partners. We will maintain your information in accordance with the terms of this Privacy Policy. However, this Privacy Policy does not govern the privacy policies and practices of our business partners. If you have questions about the privacy policies or practices of our business partners, you should contact them directly.

Do We Sell Or Rent Your Personally Identifiable Information?


No, as a general rule, we do not sell or rent your personally identifiable information to any one. If and whenever we intend to share your personally identifiable information with a third party (other than to a business partner as provided herein), you will be notified at the time of data collection or transfer, and you will have the option of not permitting the transfer. However, we may from time to time rent or sell demographic information in the aggregate that does not contain your personally identifiable information.

With Whom Do We Share Information?


We generally will not disclose any of your personally identifiable information except when we have your permission to do so or under some special circumstances described below.

  • As noted previously, we may from time to time partner with other companies to offer co-branded services as well as sweepstakes, contests and promotions. Any information that you provide in connection with the co-branded services or any jointly sponsored sweepstakes, contests or promotions will become the joint property of RiskMetrics Group and its business partners. We may also disclose other personal information about you to our business partners, but only if we have obtained your permission to make the disclosure before data collection or before transferring the data.
  • We may, from time to time, offer you the opportunity to receive materials or special offers from third parties. If you want to receive this information, we may (but only with your permission) share your name and e-mail address with them.
  • Under confidentiality agreements, we may match user information with third party data. We also may disclose aggregate demographic and/or user information and statistics in order to describe our customer base to prospective partners and other third parties, and for other lawful purposes.
  • We may disclose your personally identifiable information without your prior permission in special cases. For example, we may have reason to believe that disclosing the information is necessary to identify, contact or bring legal action against someone who may be violating the User Terms and Conditions, or may be causing intentional or unintentional injury or interference to the rights or property of RiskMetrics Group or any third party, including other customers. Also, we may disclose or access your personally identifiable information when we believe in good faith that law or regulation requires disclosure.

How Can You Update, Correct Or Delete Your Personally Identifiable Information?


You may edit your personally identifiable information at any time by sending an e-mail request to web@riskmetrics.com.

What Are Cookies? How Do We Use Cookies?


Cookies enable us to customize and personalize your experience on the Web Site, including the products, promotions and advertisements that are offered to you. Essentially, a cookie is a small amount of data that is sent to your browser from a Web server and is stored on your computer's hard drive. We use cookies for several purposes in connection with the operation of the Web Site.

  • We may use cookies to identify you and access your information stored on our computers in order to deliver you a better and more personalized experience. For example, we may use cookies to ensure that you don't see the same advertisement repeatedly and to tell you about products and services specific to your interests.
  • Upon request, we will save your "user name" so that you do not have to re-enter it every time you visit our Web Site. In providing you with this service, we use cookies.
  • We may use cookies to estimate our customer base and customer usage patterns. Each browser accessing our Web Site may be given a unique cookie that is then used to determine the extent of repeat visits and the customer activity during those visits. We may use the historical information to help target promotions based on customer interests and behavior, both specifically to individual customers and on an aggregate basis with respect to all customers.
  • We also may use cookies to track your progress and number of entries in some promotions, sweepstakes and contests, or through a meeting registration process. For example, when a promotion uses cookies, the information coded to the cookie indicates your progress through the promotion, and may be used to track entries, submissions and status of prize drawings.

Advertisers that place ads on the Web Site, and business partners that offer services, sweepstakes, contests and/or promotions through our Web Site, may use their own cookies. We have no control over those cookies, nor does this Privacy Policy cover how your personal information contained in those cookies may be used or protected. If you have any questions about the cookies of such third parties, or about the use of your personal information by such third parties, you should contact the site administrator or webmaster of the third party site.

Do You Have Choices About Cookies?


Yes, you have several choices with respect to cookies. You can modify your browser preferences to accept all cookies, to notify you when a cookie is sent, or to reject all cookies. However, our Web Site uses cookie-based authentication. Accordingly, if you choose to reject all cookies, you will not be able to login and use personalized portfolio functionality. In addition, if you choose to reject all cookies, you may not be able to participate in sweepstakes, contests or promotions or purchase any products or services offered by us on the Web Site if registration is a requirement of participation or purchase.

Does Our Web Site Collect Information From Children Under 13 Years Of Age?


We are committed to protecting the privacy of children. Our Web Site is not designed for or directed to children under the age of 13. We do not collect personally identifiable information from any person we actually know is under the age of 13. We urge all parents or guardians to participate in their children's exploration of the Internet, and to teach their children about protecting their personal information while online.

What Else Should You Know About Your Online Privacy?


It is important to remember that whenever you voluntarily disclose personal information online, your information can be collected and used by others. If you transmit or post personal information online that is accessible to others, you will not be able to control how that information is used by others.

When we receive the transmitted information, we will use the procedures summarized in this Privacy Policy to ensure the integrity and security of that information in our systems. Unfortunately, notwithstanding any of the steps taken by us, it is not possible to guarantee the security and integrity of data transmitted over the Internet. Consequently, while we take the above-described reasonable steps to protect your personal information, we cannot and do not warrant the security or integrity of any information you transmit to us when registering for our Web Site or otherwise. All such transmission of information is at your own risk.

Moreover, though we are committed to having our Web Site comply with this Privacy Policy, you are ultimately responsible for maintaining the secrecy of your password and your personally identifiable information. If you are careless with your password, or you decide to share your password with third parties, you must be aware of the risk that such third parties will have access to all your personally identifiable information.

Contacting Us


If you have any questions or comments about this Privacy Statement or the practices of our Web Site, please feel free to e-mail us at web@riskmetrics.com.

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RiskMetrics Group, Inc
Terms and Conditions of Use

Welcome to the web site of RiskMetrics Group, Inc. ("RiskMetrics Group") located at www.riskmetrics.com (the "Web Site"). By using this Web Site (for example, if you sign up for our services or browse our content), you agree to be bound by these Terms and Conditions of Use ("Terms and Conditions") just as if you had signed the agreement. Please bear in mind that RiskMetrics Group reserves the right to revise these Terms and Conditions at any time, and by using this Web Site, you agree to be bound by any such revisions when they become effective whether or not you have reviewed them. If you do not agree to these Terms and Conditions of Use, you should not use our Web Site.

  • RiskGrades®. Among the products and services offered by RiskMetrics Group is the software tool, RiskGradesR. The RiskGrades® measurement service is a set of on-line financial tools 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 RiskGradesR tools. You can easily link to the RiskGradesR web site from our Web Site or you can visit the RiskGrades® site directly by visiting www.riskgrades.com. 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 connect to the World Wide Web, including a computer and modem or other access devise.
  • Copyright. RiskMetrics Group is the owner of all copyrights in and to the content on the Web Site, including without limitation, (i) all materials and documentation pertaining to the Service; (ii) all text, data, graphics, graphs, charts, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on the Web Site; and (iii) the design, selection and arrangement of the Web Site. All rights reserved.
  • Permitted Uses. Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use and display this Web Site and the materials provided hereon for your personal, non-commercial use. Specifically, you are granted permission to view or download a single copy of the material on the Web Site solely for your personal, non-commercial use. When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content or any use of the content for any other purpose. Ownership of all such content shall at all times remain with RiskMetrics Group or its licensors. RiskMetrics Group reserves all rights not expressly granted to you. Permission to use our copyrightable material for purposes not otherwise permitted herein shall be granted on a case-by-case basis. RiskMetrics Group welcomes requests. Please direct your inquiries to web@riskmetrics.com .
  • Prohibited Uses. The Web Site may be used only for lawful purposes. RiskMetrics Group specifically prohibits any use of the Web Site for the following purposes, and users of the Web Site agree not to use the site for any of the following purposes:
    • Modify, publish, transmit, distribute, display, perform, participate in the transfer or sale of, create derivative works based on, or in any way exploit, any of the copyrighted material contained on this Web Site, in whole or in part, without our prior written consent (except as expressly provided herein); or
    • Sublease, lease, sell, assign, transfer, distribute, rent, permit concurrent use of or grant other rights in the Service and any material and documentation provided on the Web Site to any third party; or
    • 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 on the Web Site.
  • Trademarks. The Trademark Notices page contains a listing of the trademarks, service marks and trade names owned by RiskMetrics Group. You may use the marks owned by RiskMetrics Group for the sole purpose of identifying the services you wish to use. All other uses of the marks are strictly prohibited without the express written permission of RiskMetrics Group. Permission to use these marks will be granted on a case-by-case basis. RiskMetrics Group welcomes requests. Please direct your inquiries to web@riskmetrics.com. All other trademarks, service marks and trade names are the property of their respective owners.
  • Modifications. RiskMetrics Group reserves the right at any time and from time to time, in its sole discretion, 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. RiskMetrics Group further reserves the right at any time and from time to time, in its sole discretion, to change or terminate without notice any content or features contained on the Web Site. 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, content or features provided on the Web Site.
  • Accuracy of Information. If you choose to register for the Service (or are otherwise requested to provide information on the Web Site), you agree to provide true, accurate, current and complete information about yourself (such information being the "Personal Data") and to maintain and promptly update your Personal 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 to refuse any and all current or future use of the Service and/or the Web Site (or any portion thereof). RiskMetrics Group shall use and protect your Personal Data in accordance with the terms of our Privacy Policy (which is incorporated into these Terms and Conditions of Use by reference).
  • User Name, Password and Security. When you register for the Service, you will receive a password and account designation. You are responsible for maintaining the confidentiality of this information, and are fully responsible for all activities that occur under your password or account designation. You agree (a) to immediately notify RiskMetrics Group of any unauthorized use of your password or account designation or any other breach of security, and (b) to ensure that you exit from your account at the end of each session. RiskMetrics Group shall not be liable for any loss or damage arising from your failure to comply with this Section 8.
  • Registration. RiskMetrics Group offers free services on the Web Site including (i) 5 portfolios with each account; (ii) sophisticated graphing features; (iii) Risk versus Return Analysis; (iv) Risk Alerts; (v) What If Analysis; and (vi) Historical event simulations. All other services offered on the Web Site, including the Advisor Services and the Risk Course, require payment of registration fees. The registration fees posted on the Web Site are subject to change without notice. The receipt of an e-mail confirmation does not constitute the acceptance of a registration application or a confirmation of an order to sell. RiskMetrics Group reserves the right, without prior notification, to refuse registration to any user. RiskMetrics Group may require verification of information prior to its acceptance of any application for registration, including credit card information. If you want to cancel your registration, you may do so by sending a message to web@riskmetrics.com.
  • Secure Online Transactions. At our Web Site, we make every effort to ensure that all transactions are safe. For more information on how we protect the security and quality of your personal information, please see our Privacy Policy. Moreover, if you discover any fraudulent activity on your credit card, please contact your credit card company immediately.
  • External Sites. The Web Site may include links to other web sites that are owned or operated by third parties ("External Sites"). RiskMetrics Group does not have any control over or responsibility for the content, terms of use, practices or policies of the External Sites, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from the External Sites. 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 External Sites. You should contact the site administrators and/or webmasters for the External Sites if you have any questions or concerns about these sites.
  • Web Site Security Rules. Users are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation: (a) accessing data not intended for such user or logging into a server or account which such user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or © attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding," "mailbombing" or "crashing." Violations of system or network security may result in civil or criminal liability. RiskMetrics Group will vigorously pursue all potential violations of these security rules, and will cooperate with law enforcement in prosecuting users who are found to have violated these security rules.
  • Suspension; Termination. If it is determined that you have violated any element of these Terms and Conditions, RiskMetrics Group shall have the right, in its sole discretion, to suspend or terminate your password, user account (or any part thereof) and access to the Service and the Web Site. You agree that any suspension or termination of your access to the Service and the Web Site, and any deletion of your account information, may be effected without prior notice. You further agree that, upon termination, you shall immediately destroy any copies made of any portion of the content contained on the Web Site. Finally, you agree that RiskMetrics Group shall not be liable to you or any third party for any suspension or termination of your access to the Service and the Web Site, or for any deletion of your account information. All provisions relating to disclaimer of warranties, limitation of liability and remedies and damages contained in these Terms and Conditions shall survive termination.
  • Disclaimer. THE SERVICE AND ALL OTHER CONTENT, DATA, CALCULATIONS AND INFORMATION PROCESSED BY OR TRANSMITTED BY RISKMETRICS GROUP ON THE WEB SITE (COLLECTIVELY, THE "RMG CONTENT") ARE PROVIDED BY RISKMETRICS GROUP "AS IS." ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE AND RMG CONTENT (WHETHER OR NOT ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING) ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO: (A) THE ACCURACY OF THE RESULTS FROM ANY USE OF THE SERVICE OR RMG CONTENT OR INFORMATION DERIVED FROM THE SERVICE OR RMG CONTENT; (B) THE MERCHANTABILITY OF THE SERVICE AND RMG CONTENT AND/OR ITS SUITABILITY FOR A PARTICULAR PURPOSE (INCLUDING INVESTMENT DECISIONS), WHETHER OR NOT RISKMETRICS GROUP KNOWS OR HAS REASON TO KNOW OR HAS BEEN ADVISED OF ANY SUCH PURPOSE; AND © NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL RIGHTS IN AND TO THE SERVICE, THE RMG CONTENT AND THE TRADEMARKS CONTAINED ON THE WEB SITE. RISKMETRICS GROUP ALSO DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES (i) THAT THE CONTENT IS ERROR-FREE AND/OR FREE FROM ANY COMPUTER BUGS, VIRUSES OR DISENABLING CODES; AND (ii) THAT THE CONTENT WORKS WITH ANY HARDWARE OR SOFTWARE CONFIGURATION. TO THE EXTENT THAT ANY WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DELIVERY DATE. RISKMETRICS GROUP DOES NOT GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY, INTEGRITY OR COMPLETENESS OF THE SERVICE AND RMG CONTENT, AND INVESTORS ARE ADVISED NOT TO RELY EXCLUSIVELY UPON THE SERVICE AND RMG CONTENT IN ASSESSING THE DESIRABILITY OF INVESTING IN A PARTICULAR SECURITY. ALL SERVICE RESULTS ARE CALCULATED ON THE BASIS OF HISTORICAL OBSERVATIONS AND SHOULD NOT BE RELIED UPON TO PREDICT FUTURE MARKET MOVEMENTS.
  • Limitation of Liability. IN NO EVENT SHALL RISKMETRICS GROUP HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) INCURRED IN CONNECTION WITH THE SERVICE OR RMG CONTENT, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR PROFITS, LOST OR DAMAGED DATA, DAMAGE TO OR INTERRUPTION OF ANY LOCAL AREA NETWORKS, INTRODUCTION OF VIRUSES, WORMS OR OTHER DESTRUCTIVE PROGRAMS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES, ANY DECISION MADE OR ACTION TAKEN BY ANY PARTY IN RELIANCE UPON THE SERVICE (OR ITS RESULTS) OR THE RMG CONTENT, ANY DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF THE WEB SITE, OR ANY INACCURACIES, ERRORS OR OMISSIONS IN CONNECTION WITH THE SERVICE AND ANY RMG CONTENT. THE MAXIMUM AGGREGATE LIABILITY OF RISKMETRICS GROUP AND ITS AGENTS, REPRESENTATIVES AND EMPLOYEES IN CONNECTION WITH THE SERVICE AND RMG CONTENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE REGISTRATION FEE PAID BY YOU FOR THE USE OF THE SERVICE.
  • Indemnity. You agree to defend, indemnify, and hold RiskMetrics Group, its officers, directors, employees, agents, licensees and licensors harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, all reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms and Conditions.
  • Use by Minors. We are committed to protecting the privacy of children. You should be aware that this Web Site is not intended or designed to attract children under the age of 13. In addition, we do not collect personally identifiable information from any person that we actually know is a child under the age of 13. We believe that minors should obtain the consent of their parents before posting personal information on our Web Site. If you are a parent and are concerned that your child may be posting information on our Web Site, we encourage you to use web-filtering technology in order to monitor your child's access to our Web Site.
  • Foreign Jurisdictions. RiskMetrics Group makes no representation that the content contained on the Web Site is appropriate or may be downloaded outside of the United States. Access to the content may not be legal by in certain countries and by certain people in those countries. If you access the Web Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
  • Governing Law; Arbitration. These Terms and Conditions shall be governed by the laws of the State of New York, without regard for such state's principles regarding conflicts of laws, and excluding that body of law applicable to choice of law. Any dispute or controversy arising hereunder 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. The invalidity or unenforceability of any particular provision of these Terms and Conditions shall not affect any other provision hereof and these Terms and Conditions shall be construed in all respects as if such invalid or unenforceable provision were omitted. If it is determined that any provision of these Terms and Conditions is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforceable as so limited.
  • General. These Terms and Conditions constitute the entire agreement between you and RiskMetrics Group and govern your use of the Service and the Web Site, superseding any prior agreements between you and RiskMetrics Group, whether oral or in writing. Your use of the Web Site is also subject to the Privacy Policy and the Trademark Notices Policy. 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. RiskMetrics Group shall have the right to collect from you any expenses incurred including attorneys' fees in enforcing its rights under these Terms and Conditions.

Thank you for your cooperation. We hope you find this Web Site helpful and convenient to use! Questions or comments regarding this Web Site should be directed to web@riskmetrics.com.

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ISS Governance Services Due Diligence Compliance Package and Form ADV Part II

The ISS Due Diligence Compliance Package is designed to assist our clients and prospective clients in fulfilling the legal/regulatory obligation to conduct due diligence regarding independent third party proxy voting firms.

  1. Compliance Package Overview
  2. Questions You Should Ask
  3. Representation and Warranty
  4. ISS' Corporate Services Division
  5. Due Diligence Checklist
  6. Policies, Procedures and Practices Regarding Potential Conflicts of Interest
  7. ISS Code of Ethics
Due Diligence Compliance Package
ADV Form

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ISS Governance Services Policies, Procedures and Practices Regarding Potential Conflicts of Interest

Although ISS’ proxy research covers more than 35,000 companies across 115 markets worldwide, it is rare that we encounter potential conflicts of interest that would preclude us from making a vote recommendation. By applying our voting policies consistently across proxy proposals and by issuing vote recommendations strictly according to policy, potential conflicts of interests are minimized.

Additionally, we believe that shareholders benefit when issuers use products and services to craft proposals that are consistent with ISS' policies, but we are also aware of the potential conflicts of interest that may exist between our proxy advisory service, which provides proxy analyses and vote recommendations to institutional investors, and our corporate services business unit, which provides products and services to issuers consisting primarily of advisory and analytical services, self-assessment tools and publications. ISS Corporate Services (ICS) was formed on June 26, 2006 as a wholly-owned subsidiary of ISS.

To neutralize potential conflicts, we have adopted a number of policies and practices to guard against any possible conflicts of interest that could arise. Key policies and practices include:

ISS Ownership - As of January 11, 2007, ISS is an indirect wholly-owned subsidiary of RiskMetrics Group, Inc., a publicly-held company. Three of RiskMetrics Group's largest stockholders are General Atlantic, Spectrum Equity Investors, and Technology Crossover Ventures. In addition, RiskMetrics Group ownership includes RiskMetrics Group management and employees, as well as other private equity investors. ISS will recuse itself from making a vote recommendation in rare cases where we are aware that an RiskMetrics Group stockholder is the sponsor of a shareholder proposal. In such cases, we will, when possible, attempt to engage a qualified third party to prepare the proxy analysis and issue a vote recommendation to ISS clients.

Board Policy - The RiskMetrics Group Board of Directors has formally resolved that the development and application of ISS' proxy voting policies, including without limitation the establishment of voting standards and policies, the formulation, development and preparation of proxy analyses, and the formulation, development and preparation of vote recommendations, is and shall remain solely the responsibility of ISS' management and employees. In addition, the RiskMetrics Group Board of Directors has resolved that it shall not be informed of the contents of any ISS proxy analyses or vote recommendations prior to their publication or dissemination.

Transparency of Voting Policies - ISS makes its proxy voting policy formation process and summary proxy voting policies readily available to issuers, investors and others on its public website (http://www.riskmetrics.com/issgovernance/policy/index.html). The full ISS Proxy Voting Manual, which describes all of ISS' policies and the analytical framework for making vote decisions on every major issue, is available to subscribing clients.

Full Disclosure - Sunlight is the best disinfectant. Therefore, we offer our institutional clients the ability to get information regarding our dealings with corporate issuers. ISS policy requires every ISS proxy analysis to carry a disclosure statement advising the client of the work of ICS and advising ISS' institutional clients that they can get information about an issuer's use of ICS' products and services by emailing disclosure@issproxy.com. As a result of this process, the existence of the ICS clients is not revealed to the ISS research analysts as they prepare vote recommendations for a meeting. This process helps insure that the analysts' objectivity will not be compromised.

Separate Staffs/Physical Separation - ISS maintains separate staffs for its corporate services and proxy analysis operations. The ISS Domestic and Global Research departments prepare proxy analyses and vote recommendations. ICS provides advisory and analytical services to issuers and supports self-assessment tools for issuers. These two groups are staffed and managed on a day to day basis by different groups of individuals. To avoid accidental discovery of a corporate client, ICS operates in a separate building and uses segregated office equipment and information databases.

No Guarantees - Issuers purchasing ICS products or services sign an agreement that acknowledges that utilization of such products or services in no way guarantees preferential treatment or support of any particular agenda item from ISS' Proxy Advisory Service.

Blackout Period - ICS staff will only work with issuers or their representatives when no "live" voting issue is pending. Inquiries from issuers or their advisers that are received while ISS is actively preparing a proxy analysis are routed to the Domestic and Global Research departments. This "blackout period" runs from immediately after definitive proxy materials are filed with the SEC through the date of the issuer's shareholders' meeting.

Trading - ISS maintains an internal Restricted List of securities in which employees are forbidden to trade. ISS employees and covered family members are prohibited from trading the securities of any issuer that is identified on the ISS Restricted List. An issuer is placed on the Restricted List from the time ISS' procurement team obtains the company's proxy and remains on the list until the day after the company's meeting.

We manage all aspects of our business with the highest level of integrity and take extraordinary care to ensure that complete objectivity is maintained within our research and advisory operations.

Updated - February 2007

RMG Code of Ethics
ISS Code of Ethics

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RiskMetrics Group, Inc. is a holding company. The following are wholly owned subsidiaries of RiskMetrics Group, Inc.: RiskMetrics Solutions, Inc. (RMI), Institutional Shareholder Services Inc. (ISS); Research Recommendations and Electronic Voting Ltd. (RREV); and ISS Corporate Services, Inc. (ICS). While these subsidiaries are separate legal entities, the products and services provided by these companies are all branded as part of the RiskMetrics Group family. All trademarks, brands and products for these subsidiaries are the property of RiskMetrics Group, Inc. and its subsidiaries.

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