Effective: September 12, 2018
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST BESSEMER TRUST (AS DEFINED BELOW) TO BINDING AND FINAL ARBITRATION.
1. Your Agreement to These Terms of Service
Bessemer Trust (as defined in Section 14 below and herein referred to as "Bessemer Trust" or "we") provides and makes available its services to you through its client website located at https://client.bessemer.com (the "Site") and related services (collectively, such services, including any new features and applications, and the Site, the "Service(s)"), subject to the following Terms of Service (as amended from time to time, the "Terms of Service"). By using the Services, you agree that you have carefully read and agree to be bound by the following terms and conditions of use ("Terms of Service"). Please read these Terms of Service carefully. If you do not agree to these Terms of Service, you are not authorized to, and may not, view the Site or access or otherwise use the Services for any purpose. You understand and agree that Bessemer Trust may revise these Terms of Service or the Content (as defined below) of the Services at any time without prior notice by updating this posting, and any viewing, accessing or use of the Site after such date shall constitute your agreement to be bound by any such revised Terms of Service. You may read a current, effective copy of these Terms of Service at any time by selecting the "Terms of Service" link on the Site. The revised terms and conditions will become effective upon posting. If any change to these Terms of Service is not acceptable to you, your sole remedy is to cease visiting, accessing or otherwise using the Services. Bessemer Trust also reserves the right, in its sole discretion, to change, restrict, suspend, or terminate these Terms of Service and your access to all or any part of the Services or the Content at any time and for any reason without prior notice or liability.
2. Limited Use and Purpose
Nothing contained on the Site is intended to be or should be construed as legal, tax or investment advice. The Services are for informational purposes only and does not constitute a recommendation, an offer to sell, or a solicitation of an offer to buy any securities, futures, options or other financial instruments ("Securities"), nor shall any such Securities be offered or sold to any person in any jurisdiction whose laws would make such offer, solicitation, purchase, or sale unlawful.
3. Site Access and Security
Password and Security: You are responsible for maintaining the confidentiality of your password and other authentication features, if any, and are fully responsible for any and all activities that occur under your password or other authentication features. You agree to (a) immediately notify Bessemer Trust of any unauthorized use of your password or other authentication features or any other breach of security, and (b) ensure that you exit from the Site at the end of each session when accessing the Services. Bessemer Trust will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Services: Bessemer Trust reserves the right to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Bessemer Trust will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
General Practices Regarding Use and Storage: You acknowledge that Bessemer Trust may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other Content will be retained by the Services and the maximum storage space that will be allotted on Bessemer Trust's servers on your behalf. You agree that Bessemer Trust has no responsibility or liability for the deletion or failure to store any data or other Content maintained or uploaded by the Services. You acknowledge that Bessemer Trust reserves the right to terminate access to the Site for users who are inactive for an extended period of time. You further acknowledge that Bessemer Trust reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
4. Investment Products are Not Federally Insured
Securities (including shares of mutual funds), alternative investments, and other investment products referenced on the Site are not bank deposits and are not insured by the FDIC or any other agency of the United States, nor are they obligations of, or insured or guaranteed by, Bessemer Trust or any of its subsidiaries or affiliates. Securities (including shares of mutual funds) and other investments involve investment risks, including the possible loss of value. Your eligibility for particular investment options or services is subject to final Bessemer Trust determination and acceptance.
5. Prohibition on Funding of Unlawful Internet Gambling under Regulation GG
The Unlawful Internet Gambling Enforcement Act of 2006 (the "Act") prohibits commercial clients (as defined in the Act) from conducting account transactions made in connection with unlawful Internet gambling (termed "Restricted Transactions" in the Act). Accordingly, Bessemer Trust prohibits the use of any Bessemer Trust account to engage in or process Restricted Transactions.
6. Limits on Bessemer Trust's Liability and Disclaimer of Warranties
BESSEMER TRUST, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS (COLLECTIVELY, THE "BESSEMER TRUST PARTIES") MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE BESSEMER TRUST PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK.
THE BESSEMER TRUST PARTIES DO NOT WARRANT THAT (I) THE SERVICES WILL OPERATE ERROR FREE OR MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (V) OR THAT THE SERVICES, THEIR SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICES OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BESSEMER TRUST PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE BESSEMER TRUST PARTIES DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BESSEMER TRUST PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BESSEMER TRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES.
SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE BESSEMER TRUST PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IF YOU ARE FROM NEW JERSEY, THE FOREGOING PARAGRAPHS IN THIS SECTION 6 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THIS SECTION. ADDITIONALLY, THE FOREGOING SHALL NOT APPLY WITH RESPECT TO CERTAIN COMMUNICATIONS, NOTICES, AND OTHER DISCLOSURES, INCLUDING STATEMENTS, RECORDS OF TRANSACTIONS, PROSPECTUSES, AND ANY OTHER COMMUNICATIONS THAT WE ARE REQUIRED BY LAW TO PROVIDE TO OUR CLIENTS (COLLECTIVELY REFERRED TO AS "NOTICES") AND WHICH BY THEIR NATURE ARE LEGALLY REQUIRED TO BE EXEMPTED THEREFROM.
Other than with respect to Notices, and except as provided by law, you will, and you agree to, defend, indemnify, and hold harmless the Bessemer Trust Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Service or your access to, use or misuse of the Content or the Services. Bessemer Trust shall provide notice to you of any such claim, suit, or proceeding. Bessemer Trust reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Bessemer Trust's defense of such matter.
8. Restrictions on Use of the Site, Services and Content
Bessemer Trust owns and operates the Site and provides the Services. Permission is granted to view, display and navigate the Site and to access and use Services solely for lawful, personal, and non-commercial use. Any illegal, commercial, or public use of the Site, Services or any portion hereof or thereof is strictly prohibited.
The Services contains material, including but not limited to software, text, graphics and images (collectively referred to as the "Content"). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy, transmit, distribute or display the Content except as permitted under these Terms of Service. You may download Content displayed on the Site for lawful, non-commercial, personal use only, provided you also retain all copyright and other proprietary notices contained on the materials. No other use is permitted without Bessemer Trust's prior written consent, and except as stipulated in the foregoing sentence you may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other web site or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of these Terms of Service, your right to access and/or use the Content and Services shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
You agree not to: (a) take any action that imposes an unreasonable load on the Site's infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) delete or alter any material posted on the Site by Bessemer Trust or any other person or entity, or (e) frame or link to any of the materials or information available on the Site.
9. Trademarks and Copyrights
All trademarks, service marks, trade names, and logos displayed or otherwise on the Site, whether registered or unregistered, are proprietary to Bessemer Trust, except as explicitly noted below under Ownership of Other Materials. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark displayed on the Site without the written permission of Bessemer Trust or such third party that may own the trademarks displayed on the Site for each specific use. Your use of the trademarks displayed on the Site, except as provided herein, is strictly prohibited. The trademarks may not be used to disparage Bessemer Trust or the applicable third-party, Bessemer Trust's or third-party's products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the trademarks. All goodwill generated from the use of any such trademark shall inure to Bessemer Trust's or the applicable third party's benefit.
Images displayed on the Site are either the property of, or used with permission by, Bessemer Trust. The use of these images is prohibited unless specifically permitted herein, and any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. If you download any information or software from the Site, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.
Certain elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by these Terms of Service. None of the Content for the Services may be retransmitted without the express written consent from Bessemer Trust in each and every instance.
10. Communications Are Not Confidential
Information submitted to the Site should not be considered secure or confidential, and Bessemer Trust makes no representation whatsoever concerning the security or confidentiality of such information and specifically makes no representation that any information submitted through the Site will be received by Bessemer Trust. If you are a Bessemer Trust client, please send any electronic communications directly to your Client Advisor.
11. Use of Links
The Site contains links to third-party web sites. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such websites. The content of such websites is developed and provided by others. Should you leave the Site via a link contained herein and view content that is not provided by Bessemer Trust, you do so at your own risk. The content to which you link will not have been developed, checked for accuracy, or otherwise reviewed by Bessemer Trust. Bessemer Trust is not responsible for damages or losses caused by any such website, whether actual, alleged, consequential or punitive. Bessemer Trust makes no guarantees or representations as to, and shall have no liability for, any information delivered by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content.
12. SEC Materials
Certain information provided through the Site has been filed with the Securities and Exchange Commission ("SEC") (such materials being referred to as "SEC Materials"). Bessemer Trust does not assume any duty of disclosure beyond that which is imposed by law and expressly disclaims any duty to update any information set forth in the SEC Materials. Individual statements appearing in the SEC Materials are intended to be read in conjunction with and in the context of the complete SEC Materials in which they appear, rather than as stand-alone statements.
Certain statements included in both the SEC Materials and other public disclosures contained on the Site are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of such factors include the performance of financial markets, the investment performance of Bessemer Trust's sponsored investment products and separately managed accounts, general economic conditions, competitive conditions, and government regulations, including changes in tax rates. You are cautioned to consider carefully such factors. Further, such forward-looking statements speak only as of the date on which such statements are made; Bessemer Trust undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
13. Ownership of Other Materials
Adobe©, Acrobat©, Acrobat Reader©, and the Acrobat logo are trademarks of Adobe Systems Incorporated. Microsoft© and Internet Explorer© are trademarks of Microsoft Corporation. Standard & Poor's©, S&P©, Standard & Poor's 500©, S&P 500©, and others are trademarks of The McGraw-Hill Companies, Inc. Sector and Industry classifications included in the Site utilize the Global Industry Classification Standard ("GICS"). GICS© is the exclusive property and a service mark of Morgan Stanley Capital International Inc. ("MSCI") and Standard & Poor's ("S&P"), a division of The McGraw-Hill Companies, Inc. Neither MSCI nor S&P makes any express or implied warranties or representations or shall have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) with respect to GICS© data or results obtained therefrom.
14. Bessemer Trust
Bessemer Trust refers to The Bessemer Group, Incorporated, a bank holding company located in Woodbridge, NJ and regulated by the Federal Reserve Board, and its subsidiaries worldwide. Investment management, custody and fiduciary services are provided in the United States by Bessemer Trust Company, a New Jersey state chartered bank and depository trust company located in Woodbridge, NJ and regulated by the Federal Deposit Insurance Corporation (FDIC) and the New Jersey Department of Banking and Insurance, Bessemer Trust Company, N.A., a national bank located in New York, NY and regulated by the Office of the Comptroller of the Currency, Bessemer Trust Company of California, N.A., a national bank and non-depository trust company located in San Francisco, CA and regulated by the Office of the Comptroller of the Currency, Bessemer Trust Company of Delaware, N.A., a national bank and non-depository trust company located in Wilmington, DE and regulated by the Office of the Comptroller of the Currency, and Bessemer Trust Company of Florida, a Florida state chartered non-depository trust company located in Palm Beach, FL and regulated by the Florida Office of Financial Regulation and the Federal Reserve Bank of Atlanta. Bessemer Trust Company (NJ) and Bessemer Trust Company, N.A. (NY) are FDIC members and their deposit accounts are insured by the FDIC up to the standard maximum deposit insurance limits established by FDIC rules. The other companies that are part of Bessemer Trust are not members of the FDIC and do not issue FDIC-insured deposits. Bessemer Trust Company (Cayman) Limited, Bessemer Trust Company (N.Z.) Limited, and Bessemer Group (U.K.) Limited provide investment management, custody and fiduciary services in the Cayman Islands, New Zealand, and the United Kingdom, respectively. Bessemer Investment Management LLC is an SEC-registered investment adviser located in New York, NY, and Bessemer Investor Services, Inc. is an SEC-registered broker dealer located in New York, NY and member of FINRA.
Any controversy or claim arising out of or relating to your viewing, accessing or use of these Terms of Service, the Site or the Services will be determined by arbitration administered by JAMS, LLC in accordance with its Comprehensive Arbitration Rules and Procedures. We each hereby waive our right to seek remedies in court, including the right to jury trial. Except as may be required by law, neither of us may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the other party.
We each acknowledge that: (a) pre-arbitration discovery is generally more limited than and different from court proceedings, (b) the arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited and (c) the award of the arbitrators or the majority of them will be final and binding on each of us, and judgment on the award rendered may be entered in any court having jurisdiction. No person will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) class certification has been denied, (b) the class has been decertified or (c) the person is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Section 15 except to the extent herein stated.
16. U.S. Government Restricted Rights.
The Content is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Services or Content by the Government constitutes acknowledgement of our proprietary rights in the Services and Content.
17. Jurisdiction, Governing Law and Miscellaneous
The Site is controlled and operated by Bessemer Trust from its offices within the United States. Bessemer Trust makes no representation that the Content is appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws. You may not use or export the materials on the Site in violation of U.S. export laws and regulations. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of such Content.
The information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Bessemer Trust or its affiliates to any registration requirement within such jurisdiction or country.
The internal substantive laws of the State of New York govern these Terms of Service and your agreement to them, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in New York, New York. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. Failure of Bessemer Trust to act on or enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision herein. No waiver shall be effective against Bessemer Trust unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Bessemer Trust and you, these Terms of Service constitutes the entire agreement between you and Bessemer Trust with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Service will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you. Bessemer Trust is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.