DISCLAIMER
OF WARRANTY AND LIMITATION OF LIABILITY
The information on the Managed
Account Advisors LLC (“MAA”)
Investment Manager Web Portal (the “Portal”) is provided "AS IS WITH ALL
FAULTS".MAA CANNOT AND DOES
NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR
IMPLIED, AS TO: (A) THE VALIDITY, SEQUENCE, TIMELINESS, ACCURACY,
COMPLETENESS OR CONTINUED AVAILABILITY OF ANY INFORMATION OR DATA MADE
AVAILABLE ON OR THROUGH THE PORTAL; OR (B) THE PERFORMANCE, SETTINGS,
FEATURES, COMPATIBILITY, LACK OF CONFLICT, FUNCTIONALITY OR CONTINUED
AVAILABILITY OF ANY SOFTWARE MADE AVAILABLE ON OR THROUGH THE PORTAL, AND
EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW OR
REGULATIONS, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT.
You understand and agree that MAA utilizes a
variety of electronic systems and networks, including the Internet, to
transport data. Transmission of data on any electronic system or network
may be subject to: delay, interruption, interference, blackout, failure,
systems or service unavailability or failure, hardware or software
malfunction or failure, encryption failure, interception by third parties,
unauthorized access, theft; modification, or inaccuracy (collectively,
"Failure
Events").
You agree that neither MAA nor any third party working with MAA to provide
software, information, products or services hereunder shall be liable for
any expense, loss, liability, damage or cost (including costs of
investigation and legal fees) of any kind whatsoever (collectively,
"Damages"), even if MAA or such third
party had been advised of the possibility thereof, arising from: (a) any
Failure Event, whether or not the circumstances giving rise to such event
may have been within the control of MAA or any such third party; (b) any
other event or occurrence beyond the control of MAA or any such third
party, including force majeure; or (c) your use of the Portal or the
results thereof. In no event will MAA or any third party working with MAA
to provide software, information, products or services hereunder be liable
to you for any special, indirect, consequential or incidental Damages,
even if MAA or any such third party has been advised of the possibility
thereof.
You further agree to
indemnify
and hold harmless MAA, its affiliates and their respective directors, members, partners, managers, officers,
employees and agents from and against any Damages that may be asserted
against any of them or that any of them may incur, in whole or in part, by
reason of your: (i) use of the Portal other than as expressly authorized
hereby; (ii) breach of any representation, warranty or other provision
hereof; (iii) use of the Portal in violation of any Applicable Law; or
(iv) acts or omissions, or the acts or omissions of your affiliates,
directors, members, partners, managers, officers, employees or agents,
which constitute gross negligence, willful misconduct, bad faith or
reckless disregard of duty.
The Portal may display
certain real-time and/or delayed quotes, news or other financial market
information (collectively "Market
Information") that has been independently
obtained from third-party financial market information services, financial
publishers, various financial markets including stock exchanges and their
affiliates and other providers (collectively "Market
Information Providers") and has been provided to
the Portal via various third party market information transmitters
("Market
Information Transmitters"). We do not guarantee or
certify the accuracy, completeness, timeliness or correct sequencing of
the Market Information made available on or through the Portal. You agree
that neither MAA nor the Market Information Providers nor the Market
Information Transmitters shall be liable in any way for the accuracy,
completeness, timeliness or correct sequencing of any Market Information,
or for any decision made or action taken by you relying upon any Market
Information. To receive Market Information you may need to have or enter
into separate agreements with certain Market Information Providers and/or
Market Information Transmitters.
You may need to load
certain third-party software onto your access device in order to utilize
certain functionality within the Portal. In certain instances, for
convenience, the Portal may provide links to the Web sites where such
software may be available. MAA can not assure the performance, settings,
features, compatibility, lack of conflict, functionality or continued
availability of any such software. If you wish to download any such
software, please follow the directions on the third-party Web site where
such software is available as well as your Firm's software download
policies. We strongly urge that you perform such download in consultation
with your system administrator or IT service person. MAA shall not be
liable for any Damages arising out of your downloading or using any such
software.
SYSTEM RESPONSE TIMES
MAY VARY DUE TO MARKET CONDITIONS, SYSTEM PERFORMANCE, ACCESS DEVICE
LOCATION OR OTHER FACTORS. During times of heavy trading volume, orders
placed through the Portal may take longer than normal to execute. The
farther your access device is located from the Portal servers, the slower
your response time may be. In the event of system delay or failure, you
are responsible for contacting MAA by alternative means, such as
telephone, facsimile or telex.
The information
available on or through the Portal is subject to change without notice.
MAA expressly disclaims any obligation to keep the information available
on or through the Portal up to date, free of errors or viruses or to
maintain uninterrupted access. MAA may stop producing or updating any part
of the Portal without notice.
Some of the screens
on the Portal do not automatically refresh themselves. Information may
change at any time while you are viewing a screen, but your screen view
may not be updated to reflect a change in information. You are responsible
for ensuring that you are viewing the most current data on any and all
screens. MAA shall not be responsible for the display on your access
device screen of the information contained on the Portal. At all times,
you should be aware of the possibility of, and be responsible for,
incomplete screen views or printouts. You are responsible for scrolling
your viewing screens up, down and sideways to ensure that you are viewing
or printing all portions of pertinent pages. You must be particularly
careful when viewing the Portal through a link from any third party or
through any frames, and should be mindful that the default viewing
preferences of your browser or your access device may not show entire
pages. MAA assumes no responsibility to provide any training regarding the
use of the Portal. If any training is provided, it shall be for
convenience purposes only and without liability.
Each time you wish to
end a session on the Portal Web Site, you should use the "Logout" command,
close all open Portal Web browser windows and close your Web
browser.
IN NO EVENT WILL MAA BE LIABLE FOR ANY DECISION, ACTION OR
INACTION MADE OR TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR DATA ON
THE PORTAL.
NOTHING CONTAINED HEREIN SHALL LIMIT, OR IN ANY WAY
EFFECT, ANY LIABILITY MAA MAY OTHERWISE HAVE UNDER THE SECURITIES ACT OF
1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EACH AS AMENDED, OR THE RULES
AND REGULATIONS PROMULGATED THEREUNDER, OR UNDER ANY OTHER APPLICABLE
REGULATION, RULE OR LAW.
ENTITLED
ACCESS; SECURITY PROCEDURES; YOUR OBLIGATIONS WITH RESPECT TO
INSTRUCTIONS
MAA may grant access to
certain portions of the Portal exclusively on an entitlement basis
("Entitled
Access").
If MAA provides you with Entitled Access, MAA will issue to you, or direct
that you be issued, one or more User Ids, passwords, Digital Certificates,
access codes, tokens or other identification or security device
(collectively "Security
Procedures") as means to authenticate
your identity. You agree to abide by and use whatever Security Procedures
and requirements MAA deems necessary and appropriate.
You are the
only person authorized to use your Security Procedures in order to access
the Portal, and you shall be responsible at all times for exercising
security controls over all Security Procedures entrusted to you. You are
expected to control access to, and monitor use of, any and all hardware
and software which are part of, or used in connection with, the Security
Procedures, including changing passwords as necessary. You agree to
refrain from disseminating any and all Security Procedures. Where
possible, we recommend that you password protect your Security Procedures.
You also agree not to use any information or applications that you have
not been authorized to use. MAA shall not be liable for any Damages
arising from any unauthorized use of your access device or from the
installation on your access device of any software not approved by MAA. If
your access device is lost or stolen, or if your security becomes
otherwise compromised, please contact [MAA Client Services]
immediately.
You are responsible for any and all forms of
interaction by electronic means through the Portal associated with your
Security Procedures ("Instruction"), and such Instructions
shall be conclusive, final and binding on your part. Instructions shall be
subject to applicable federal, state, national and local laws, the
regulations of all applicable federal, state, national, local and
self-regulatory agencies or authorities, including, but not limited to,
the various exchanges and the constitution, rules and customs of the
exchange or contract market (and its clearing house, if any) to which an
Instruction may relate (collectively, "Applicable
Law").
MAA is entitled to
rely upon the assumption that all Instructions from a user authorized to
access the Portal on behalf of a Firm ("Authorized
User")
will originate from the country (including state, province or other
jurisdiction) that we have associated with such user on our
records.
By designating an
Authorized User, a Firm represents and warrants that each Instruction is
and will be: (a) appropriate in view of such Firm's sophistication,
security controls and financial status; (b) in compliance with all
Applicable Law; and (c) conducted in accordance with the Firm's applicable
governance requirements, and all applicable internal policies or
procedures.
Each Firm agrees to designate one or more persons to be
responsible for notifying MAA immediately: (a) if the level of Entitled
Access granted or available to an Authorized User is not appropriate; or
(b) of any changes in Authorized Users or the permissible level of
Entitled Access for any Authorized User. No modification or termination of
Entitled Access to the Firm or an Authorized User shall invalidate,
retract or supersede any Instruction entered into before such modification
or termination becomes effective. You agree to hold MAA, its directors,
officers, employees, agents and consultants (collectively,
"Other
Persons")
harmless and to indemnify MAA and all Other Persons against any Damages
arising from any Instruction, whether authorized or unauthorized by you.
The obligations under this paragraph shall be in addition to, and not a
limitation of, any and all obligations arising under Applicable Law and
any and all agreements you may have with MAA.
RESERVATION
OF RIGHTS
All content and information
contained within the Portal or delivered to you in connection with your
use of the Portal (including all text, data, graphics, audio, video,
icons, software code and trade secrets, as well as the overall
organization, design, look, feel and appearance of the Portal)
(collectively, the “Portal
Content”)
is protected, whether or not marked with a notice, under applicable
patent, copyright, trademark and other proprietary (including intellectual
property) rights, including, U.S. and international copyright laws, both
as individual works and as a compilation.As between you and MAA, MAA
retains all proprietary rights in the Portal or in any Portal Content,
including copyrights, trademarks and other intellectual property rights.
The availability of any Portal Content shall not under any circumstance
constitute a transfer of any copyrights, trademarks or other intellectual
property rights of MAA or any of its licensor's to any Portal user or any
third party.
You may not sell, publish, reproduce, distribute,
re-transmit, sublicense, assign, time-share, lease, convey, copy,
translate, convert to another programming language, reverse engineer,
decompile, disassemble, create derivative works of, modify or change (by
use of an html "frame" or otherwise), including postings to newsgroups,
mail lists or electronic bulletin boards, any portion of the Portal or any
Portal Content without the prior written consent of MAA. You may, however,
without conveying any broader rights than the rights you are conveyed
hereunder, on an occasional and irregular basis, disseminate an
insubstantial portion of the information from the Portal and you may
display, store and print data, statistics, views, recommendations,
reports, account information or other information received through or in
connection with your use of the Portal, in each case without charge,
provided that, in each case, such information is only for your internal
business use, is subject to Applicable Law, is transmitted to a limited
number of individuals within your organization or firm and includes all
copyright and other proprietary rights notices in the same form in which
the notices appear on the Portal, with original source attribution,
accompanied with the phrase "Used with permission from MAA." You shall not
remove or obscure any copyright or other notices or legends contained in
any information, content or software downloaded from the Portal.You will not use the Portal for
any illegal purpose or in violation of any Applicable Law.
The
Portal is delivered by means of software and electronic access products or
services made available to you by MAA and various unaffiliated vendors. By
accepting and using such software and electronic access products or
services, you agree to the non-exclusive, non-transferable software
licenses and service agreements to use, for your internal business
purposes only, such software and electronic access services. In certain
cases, software licenses and service agreements may appear on screen when
you install or sign on to specific applications or download software in
order to access specific functionality. MAA bears no responsibility or
liability for your use of any third party vendor's software, products,
services or equipment.