I. General.
Read these terms and conditions (this “Agreement”) carefully before accessing this site or application, as applicable (the “Site”), and/or using the services described herein. The Site is sponsored and made available by BlackRock Fund Advisors (“BFA”), an investment adviser registered with the Securities and Exchange Commission (the “SEC”). By utilizing the Site, you in your individual capacity, or, as applicable and appropriate, the advisory firm with which you are affiliated (collectively, “you”) acknowledge that you have read and that you agree to be bound by them. The Site provides information, data, content, models, model portfolios, separately managed accounts and strategies related thereto (“SMA strategies”), tools, software, products, reports, services, user interfaces, visual interfaces, text, charts, graphs, graphics, links, documents, or other materials, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content (collectively, “Content”), subject to the restrictions set forth in this Agreement. If you do not agree to all the terms and conditions of this Agreement, you are not an authorized user of these services and you should not use the Site. As used herein, “BlackRock,” “we,” or “us” refers to BFA, together with its affiliates.
BlackRock reserves the right to change, modify, add or remove portions of this Agreement at any time for any reason. We suggest that you review this Agreement periodically for changes. Such changes shall be effective immediately upon posting. You acknowledge that by accessing the Site after we have posted changes to this Agreement, you are agreeing to this Agreement, as modified. We reserve the right to refuse to provide our products and services to anyone at any time. All persons and entities accessing the Site do so on their own initiative and are responsible for compliance with applicable local laws and regulations.
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING THE SITE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY RESERVATIONS, MODIFICATIONS, ADDITIONS, OR DELETIONS. YOU MAY BE DENIED ACCESS TO THE SITE, WITH OR WITHOUT PRIOR NOTICE TO YOU IF YOU DO NOT COMPLY WITH ANY PROVISION OF THIS AGREEMENT.
Nothing contained on the Site constitutes tax, accounting, regulatory, legal, insurance or discretionary and/or personalized investment advice. Neither any Content, nor any opinion, contained on the Site constitutes a solicitation or offer by BlackRock to buy or sell any securities, futures, options or other financial instruments, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. Decisions and recommendations based on Content contained on the Site are your sole responsibility.
BlackRock shall have no obligations or responsibilities with respect to the provision of advice (including investment advice) or the offer or recommendation of any securities or transactions to any actual or prospective client of yours (each a “Client”), or for determining the appropriateness or suitability of the model portfolios or SMA strategies contained on the Site or any of the securities included therein for any specific Client. It shall be your sole responsibility, and not BlackRock’s responsibility, to: (x) make any recommendations or determinations as to the securities to be bought and sold for any account of a Client, including with respect to securities that are illustrated on the Site, and including any requirements relating to a determination of whether the investment is suitable for and/or in the best interest of your Client; (y) determine whether it is appropriate or relevant to share with any Client any Content derived from, generated by, or exported from the Site, and (z) comply with any applicable regulatory requirements associated with making any recommendations or determinations as to the securities to be bought and sold for any account of such Client and with using Content generated or exported from the Site with your Clients, including any obligation to deliver a copy of the applicable fund prospectus together with any such reports or in connection with any sales. The Site may contain data, information, (including with respect to SMA strategies), or model portfolios (“Third-Party Content”) provided by third parties (“Third-Party Providers”), including Third-Party Content related to BlackRock funds, SMA strategies or other products provided by Third-Party Providers. BlackRock shall have no obligations or responsibilities with respect to any Third-Party Content or Third-Party Providers. You acknowledge and agree that (i) through your use of the Site and/or your use of any Content derived from, generated by or exported from the Site, BlackRock is not (A) providing investment advice or making any recommendations, including to buy or sell any specific securities, to any Client; (B) soliciting the sale or purchase of any securities to any Client, through your use of the Site or the reports generated or exported from the Site; (C) undertaking to provide individualized or personalized investment advice to you or your Clients, (D) acting in an investment advisory, fiduciary or quasi-fiduciary capacity to any Client, including under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Securities Exchange Act of 1934, as amended, or other applicable laws, rules or regulations; or (E) providing investment advice or making any recommendations to you with respect to any Third-Party Content; (ii) none of the information, tools or model portfolios contained on the Site are intended to serve as the sole or primary basis for any investment decision by you or your Client, and you or your Client are responsible for exercising independent analysis of any investment, including discussing any applicable adjustments to the selected portfolios or other applicable inputs in any interactive analysis tools; and (iii) BlackRock is not responsible for determining whether any investment or recommendation, including to buy or sell any specific securities, made by you to any Client, is appropriate for, suitable for, or in the best interest of such Client. You are wholly responsible for, and BlackRock disclaims any responsibility or liability in connection with, your provision of investment advice or recommendations, including to buy or sell any specific securities, to any Client or any Content derived from, generated by or exported from the Site to any Client.
You will manage each Client’s account: (i) in accordance with your own judgment and the exercise of investment discretion; and (ii) in accordance with any agreements between you and the Client and all applicable, laws, rules and regulations. BlackRock will have no obligation to supervise or monitor any advice or other services provided by you to Clients. You represent and warrant that, to the extent necessary, (a) you have the requisite power, authority and capacity to enter into this Agreement; (b) this Agreement constitutes legal, valid and binding obligations on you; and (c) your governing documents, disclosures (including, if applicable, the Form ADV Part 2 to which you are subject), applicable agreements to which you are a party and applicable law permit your use of the Content contained on the Site, including the model portfolios and SMA strategies.
In connection with your receipt and use of any Content contained on the Site, you hereby agree that you will not state or imply to any party, including but not limited to your employees, financial professionals, representatives, and any and all Clients and/or your representatives and agents, that BlackRock: (a) is providing, or is responsible for providing, investment advice or recommendations to any actual or prospective Client; (b) has made any investment decision, or endorsed any investment decision or recommendation, including to buy or sell any specific securities, made by you or any of your representatives or agents, for any Client or such representative or agent; (c) has made any recommendation or has in any way endorsed any Third-Party Content or Third-Party Provider; (d) has any relationship with you or your representatives or agents or has any obligation to provide you or your representatives or agents with any information, tools or model portfolios contained on the Site; or (e) has any relationship with or obligation to any Client. To the extent that your activity on the Site or your Client is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), you acknowledge and agree that BlackRock is not acting as a fiduciary as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code to you or your Client. The Site is for informational purposes only and is not intended to be relied upon as a forecast or research. You acknowledge that any Content provided by BlackRock in connection with the Site may be based on a variety of sources. You acknowledge that BlackRock has not been involved in and provides no oversight or review of any Third-Party Provider with respect to, the selection, generation, calculation, or presentation of Third-Party Content and does not explicitly or implicitly endorse or approve any Third-Party Content or Third-Party Provider. Third-Party Content is provided for informational purposes only and should not be considered investment advice.
BLACKROCK DOES NOT ASSURE THAT ANY CONTENT IT PROVIDES IN CONNECTION WITH THE SITE IS ACCURATE, CURRENT, COMPLETE, OR GUARANTEED AND IT SHOULD NOT BE RELIED UPON AS SUCH. ANY OPINIONS EXPRESSED ON THE SITE MAY CHANGE AS SUBSEQUENT CONDITIONS VARY. YOU ACKNOWLEDGE THAT ANY PAST PERFORMANCE SHOWN ON THE SITE IS NOT INDICATIVE OF FUTURE RESULTS AND THAT ANY PERFORMANCE INFORMATION PRESENTED ON THE SITE IS SUBJECT TO CHANGE.
All investments involve risk and may lose value. The value of an investment can go down depending upon market conditions. Fixed income investments are subject to risk including interest rate, credit, market and issuer risk. Currency exchange rates may cause the value of an investment to go up or down. Options involve risk and are not suitable for all investors. Please refer to the Options Clearing Corporation publication: “The Characteristics & Risks of Standardized Options” (https://www.theocc.com/company-information/documents-and-archives/publications). Alternative strategies involve higher risks than traditional investments, may not be tax efficient, and have higher fees than traditional investments; they may also be highly leveraged and engage in speculative investment techniques, which can magnify the potential for investment loss or gain. Model portfolio performance does not reflect the results of actual client accounts and may not reflect the impact that material economic and market factors might have had on decision-making by BlackRock or a Third-Party Provider if actually managing a client’s money. Performance shown for SMA strategies reflects composite performance based on management of representative client accounts by the SMA manager, as reported to Morningstar. The investments made by the investment funds and other products included in any model portfolio were not made in the context of a single investment program with coordinated objectives, guidelines, and restrictions. Accordingly, there can be no assurance that an investment in the investment funds or products included in any model portfolio would produce the results indicated. BEFORE PURCHASING THE SHARES OF ANY INVESTMENT FUND, READ THE FUND'S PROSPECTUS OR OFFERING MATERIALS.
II. Authorized Users.
A. Age requirement; authority. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement; (ii) you are a duly registered investment adviser or broker-dealer, or an appropriately licensed representative of a registered investment adviser or broker-dealer in good standing; and (iii) you are at least 18 years old. If you do not agree to, or cannot comply with, any of these terms and conditions of this Agreement, you may not attempt to access or use the Site.
B. Registration. You shall be the only authorized user of the Site under this Agreement. You shall be responsible for the confidentiality and use of your Access ID, Security Password and, if issued to you for purposes of trade placement, your Code ID, as well as any other security information (collectively, “Security Information”). You understand that you shall be solely responsible for all order requests and information (and the use of the information) transmitted through the Site using your Security Information. We are not obligated to inquire as to the authority or accuracy of, and will not be liable for any loss, expense or other liability arising out of, instructions transmitted through the Site using your Security Information. You expressly agree that the use of the Site, including the transmission and storage of any information through such use of the Site, is at your sole risk and responsibility.
C. Personal Information. As a financial advisor or other investment professional, you understand and expressly agree that if you choose to share personal information, which may include the name, social security number, address, email address or other identifiable characteristics of an individual, which may be used alone or with other sources of information to identify that individual (“Personal Information”) regarding a Client, you are responsible for gaining permission to enter such Personal Information, and that you are also solely responsible for the accuracy of all such Client Personal Information or other information you voluntarily share. BlackRock disclaims any and all liability for inaccurate information, or improper information regarding third parties or such Clients.
i. Subject to (ii) below, BlackRock does not require or use any Personal Information about your Clients. For your convenience, the Site may retain portfolios uploaded by you so they may be accessed on a recurring basis, and, we allow you to save certain configurations that you have entered into the Site for ease of retrieval. You understand and agree that you are not required to provide, and BlackRock does not recommend that you provide, any Personal Information about your Client(s). BlackRock recommends that you use non-identifiable labels, rather than your Client’s Personal Information, for these purposes. For example, if you choose to use a Client’s name, please consider whether the name is sufficiently common that the identity of your Client is non-obvious, and use appropriate judgment in doing so. In the event you choose to disregard our recommendations and elect to use Personal Information of a Client to save such configurations, to the extent permitted under applicable law, we take no responsibility for any unauthorized use or disclosure of such information. Additionally, should you choose to insert the name or other Personal Information of any Client on any information, analysis, or report derived from, generated by or exported from the Site by you, you agree not to send any such report to BlackRock (whether in connection with a technical support request or for any other reason).
ii. To the extent you elect to connect to a third party platform through the “Import Portfolios” feature available on Advisor Center, such third party platform may send us Client Personal Information as part of their data transmission to us.
iii. You and we both agree to comply with our own respective obligations under applicable privacy and data protection legislation.
iv. Please review BlackRock’s Privacy Policy https://www.blackrock.com/corporate/compliance/privacy-policy, which is a part of this Agreement and hereby incorporated by reference, to learn about our information collection practices and the measures we take to preserve the privacy and security of your information, including Personal Information.
III. License to Use the Site.
A. Grant of license. BlackRock grants to you a limited, non-exclusive, non-transferable license (revocable at any time and for any reason at the sole discretion of BlackRock) to access and use the Site to access the Content contained therein in accordance with the terms and conditions set forth in this Agreement. BlackRock reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. Any use of the Site not specifically permitted under this agreement is strictly prohibited.
B. Restrictions. You agree that you will not: (i) except to the extent provided below under “Brand and Share Content Library Tool,” reproduce, transmit, display or distribute copyrighted material in any medium or via any method without BlackRock’s express written permission; (ii) except to the extent provided below under “Brand and Share Content Library Tool,” copy, store, edit, change, prepare any derivative work of or alter in any way any of the Content provided on the Site; (iii) use the Site in any way that violates the terms of this Agreement or applicable law; (iv) access or use the Site from any location outside the United States or in respect of any Client of yours that is not a citizen or lawful permanent resident of the United States, (v) reverse engineer, decompile or disassemble any portion of the Site, (vi) interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available in any manner that could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site, (vii) create a database by systematically downloading and storing Content from the Site, (viii) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Content on the Site or reproduce or circumvent the navigational structure or presentation of the Site, or (ix) except to the extent provided below under “Brand and Share Content Library Tool,” (a) include the term "BlackRock," or any BlackRock trademark or executive's name, or any variation of the foregoing, as a meta-tag, hidden textual element, or (b) use the Site or the Content in any manner that could create an impression of affiliation, sponsorship or endorsement with or by BlackRock. You will not sublicense, assign, or transfer the license or any other rights granted to you under this Agreement, including any member name, account, or password. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is null and void and will expose you to a claim for damages.
C. Brand and Share Content Library Tool - The following provisions apply if you access BlackRock’s “Brand and Share Content Library Tool,” which allows users to license and place their own branding and disclaimers on certain materials produced by and attributed to BlackRock for use with the Brand and Share Content Library Tool (“Distributable Materials”).
i. If BlackRock provides you with such access, BlackRock hereby grants you a non-exclusive, non-transferable, non-assignable, revocable, license to distribute Distributable Materials that have been branded with a trademark, logo and other proprietary identifier added by you that is distinct from trademarks, logos or proprietary identifiers of BlackRock or of any BlackRock affiliate (“Branded Distributable Materials”) to your current or prospective direct financial advisory clients that are U.S. persons and that have agreed to use such Branded Distributable Materials solely for their own internal use and not for further distribution. You acknowledge and agree that BlackRock is and will remain the owner of all right, title and interest in and to the Distributable Materials (including as modified through use of the Brand and Share Content Library Tool) and each of the BlackRock trademarks thereon, and is also the owner of all goodwill associated with such BlackRock trademarks, and all goodwill generated by the use of the BlackRock trademarks, including as incorporated on the Branded Distributable Materials, shall inure exclusively to the benefit of BlackRock. Notwithstanding the foregoing, BlackRock acknowledges and agrees that it does not acquire any right, title or interest in or to any trademarks, logos or proprietary identifiers added by you that is distinct from trademarks, logos or proprietary identifiers of BlackRock or of any BlackRock affiliate (“Your Branding”) or any disclaimers added to Distributable Materials by you that are distinct from any disclaimers added by BlackRock (“Your Content”) using the Brand and Share Content Library Tool. You represent and warrant that you have all intellectual property rights necessary to apply Your Branding and Your Content to Distributable Materials using the Brand and Share Content Library Tool and to distribute Branded Distributable Materials including Your Branding and Your Content as contemplated hereby.
ii. You are responsible for only distributing Distributable Materials that are current and up-to-date. Immediately prior to any distribution, you must first access and use the Brand and Share Content Library Tool and download the then-currently-available version of such Distributable Materials. If Distributable Materials which you downloaded at an earlier time no longer remain available via the Brand and Share Content Library Tool, or are available in an updated version, you shall not distribute the currently unavailable or outdated version which you previously downloaded. We have no obligation to inform you if we remove or alter any Distributable Materials you may have previously accessed or downloaded.
iii. You are responsible for complying with the following restrictions in connection with your use of the Brand and Share Content Library Tool and distribution of Branded Distributable Materials:
a.) you may not modify the format or content of Distributable Materials except by using the Brand and Share Content Library Tool to add Your Branding.
b.) Branding, copyright notices, disclaimers and other related disclosures included by BlackRock in the Distributable Materials may not be altered or covered or concealed in any way by you.
c.) All Branded Distributable Materials must include a statement that BlackRock and its affiliates are not affiliated with you.
d.) you may not use the Brand and Share Content Library Tool with any materials or content (whether on the Site or otherwise) other than Distributable Materials.
e.) BlackRock undertakes no responsibility to notify you of changes to the Distributable Materials. It is your responsibility to confirm that you are using and distributing the latest version of any Distributable Materials.
f.) BlackRock reserves the right to revoke the license to use the Brand and Share Content Library Tool, or any specific Distributable Materials, at any time.
g.) The distribution of Branded Distributable Materials to a third party does not cause BlackRock to have an investment advisory relationship with such third party, nor does it result in the offer or recommendation of transactions in any specific securities. You are prohibited from stating, suggesting or implying that BlackRock is providing investment advisory services to any person or entity to whom you make Branded Distributable Materials available, and you may not state, imply or suggest that BlackRock has approved, endorsed or suggested the use of any particular investment strategy, or that it has made any recommendation to buy or sell any specific securities.
h.) You are responsible for ensuring that persons and entities to whom you make Branded Distributable Materials available do not distribute such materials to third parties and only use such materials for their own internal purposes.
i.) The Brand and Share Content Library Tool uses pdf formatted documents. You are responsible for obtaining your own pdf creator software.
D. Other Restrictions. You agree that you will not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity, including that you will not state, suggest or imply to any person or entity that you are affiliated with BlackRock; (b) engage in spamming, flooding, harvesting of email addresses or other personal information, spidering, screen scraping, database scraping, using any robot, intelligent agent, other automated device or manual process, or any other activity with the purpose of searching, monitoring or copying the Site or obtaining reports, data, information, content, software, products, services, lists of users or any other information, including specifically, loan and property listings available through the Site; (c) send chain letters or pyramid schemes via the Site; or (d) attempt to gain unauthorized access to other computer systems through the Site. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
IV. Intellectual Property Rights.
A. General. You acknowledge that BlackRock owns or has a license to all title and intellectual property rights in and to the Content provided on the Site. All title and intellectual property rights in and to any licensed Content provided on the Site is the property of the respective Content owners and may be protected by applicable copyright, patent, trademark, trade dress or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. Accordingly, you may not copy, distribute, modify, post, frame or deep link the Site, including any text, graphics, video, audio, software code, user interface design or logos. You may download material displayed on the Site provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the Content of the Site other than strictly for the purposes of your provision of professional services for which you have any required licenses, as contemplated by this Agreement. You do not acquire any ownership or other rights to any Content accessed or viewed through the Site. The posting of Content on the Site does not constitute a waiver of any right in such information and materials. Except to the extent specified under “Brand and Share Content Library Tool,” 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 BlackRock. Your use of the trademarks displayed on the Site, or any other Content on the Site, except as expressly permitted herein, is strictly prohibited. Images displayed on the Site are either the property of, or used with permission by, BlackRock. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by BlackRock. Any unauthorized use of images or other content on the Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. If you download any information 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.
B. Copyright Infringement Notification. BlackRock is committed to complying with U.S. copyright law and to responding to claims of copyright infringement. BlackRock will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c) ("DMCA").
Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider's Designated Agent. Notification must be submitted to the following Designated Agent for the Site in the manner described below:
By Mail: Head, Intellectual Property, Legal & Compliance, BlackRock” with the address 50 Hudson Yards, New York, NY 10001
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By Email: dmca@blackrock.com
For your complaint to be valid under the DMCA, you must provide all of the following information when providing notice of the claimed copyright infringement:
i.) A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
ii.) Identification of the copyrighted work claimed to have been infringed;
iii.) Identification of the material that is claimed to be infringing or to be the subject of the infringing activity, and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit BlackRock to locate the material;
iv.) Information reasonably sufficient to permit BlackRock to contact the copyright owner, such as an address, telephone number, and, if available, an electronic mail address;
v.) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
vi.) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
For more details on the information required for valid notification, see subsection (c)(3) under the DMCA [17 U.S.C. 512(c)(3)].
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorney’s fees.
C. Submissions or Other Information. By submitting to us or posting on the Site any testimonial, comment, review, suggestion, other feedback or work of authorship, idea, concept, know-how, process, methodology, trademark (including without limitation your company logo), trade secret or other proprietary or non-proprietary information or data (each a “Submission”), you: (i) represent and warrant that you are providing the Submission voluntarily, you have all rights necessary to provide us the Submission for use as set forth herein, and your provision of such Submission to us does not violate any duty of confidentiality or other legal duty that you may owe to a third party; and (ii) you grant us a royalty-free, worldwide, perpetual, irrevocable, non-terminable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, reproduce, publish, distribute, display, translate, summarize, modify, adapt, store, and otherwise exploit such Submission (in whole or part) for purposes of providing the services described herein and other BlackRock goods and services, including to incorporate it in other works in any form, media, or technology now known or later developed, in our sole discretion; provided that, any use of your name or trademark (including your company logo) under this license shall be exclusively in connection with providing services to you, unless otherwise approved by you. The foregoing license shall survive any termination of your use of the Site. BlackRock will retain ownership of all information and data generated by or entered into the Site including as pertains to your use thereof; except that you retain ownership of your own trademark and other proprietary information and data, subject to the license granted herein. You understand that Submissions may be aggregated or processed with other data, and it may not be possible to discretely delete the data provided by you. BlackRock does not have any present intention to sell or otherwise make available to third parties for financial benefit any Submissions that you provide through the Site, and we will update this Agreement prior to doing so in order for you to evaluate whether you wish to continue providing information to us following any such change in our practices. Please do not submit to us any Submission for which you do not agree to the above. We do not pre-screen Submissions, and we have no obligation to read or use any particular Submission.
V. Third-Party Data or Information.
A. You acknowledge that certain data or information (“Third-Party Content”) is provided by third parties (“Third-Party Data Providers”). You acknowledge that certain Third-Party Data Providers may have rights in the Third-Party Content forming part of or comprising the Site and agree to comply with any restriction or condition imposed by Third-Party Data Providers. As part of such compliance, you may be required to enter into a separate agreement with BlackRock or Third-Party Data Providers in order to receive or to continue to receive such data.
B. Except for uses of the Content as anticipated herein, unless you are in position of a valid license from the Third-Party Data Provider, you may not, except as expressly permitted by such Third-Party Data Provider license, (i) copy, share, sell, distribute, redistribute, or otherwise make the Third-Party Content available to any other party, or (ii) use the Third-Party Content contained on the Site in any other manner, including for any internal or external business purposes.
C. You acknowledge that and agree that no duty of care is owed to you or to any other person by the Third-Party Data Providers or any of their upstream data or service providers, and the use of the Third-Party Content creates no lawyer-client or other relation between you or any other person and the Third-Party Data Providers and their upstream data or service providers. Opinions, estimates and projections in the Content and the Third-Party Content do not reflect the opinions of the Third-Party Data Providers. Third-Party Data Providers have no obligation to update, modify or amend the Third-Party Content or to otherwise notify users in the event that any matter stated in the Third-Party Content, or any opinion, projection, forecast, or estimate set forth in the Content or the Third-Party Content, changes or subsequently becomes inaccurate.
D. No Third-Party Data Provider makes any representation or warranty as to any Third-Party Content, nor shall any Third-Party Data Provider have any liability, duty, or obligation for or relating to any Third-Party Content, any errors, inaccuracies, omissions or delays in the Third-Party Content, or for any actions taken in reliance thereon. Each Third-Party Data Provider shall be a third-party beneficiary of these and any other disclaimers provided in this Agreement or with the Content or Third-Party Content, and shall have the right to enforce the same.
E. The Third-Party Content is provided on an “as is” basis. No Third-Party Data Provider or any upstream data or service provider nor any other person makes any warranty, express or implied, as to the availability, accuracy, completeness or timeliness of the Third-Party Data nor as to the results that may be obtained by you from the use of the Third-Party Content nor as to the quality, performance or fitness for a particular purpose of the Third-Party Content. No Third-Party Data Provider or upstream data or service provider nor any other person shall be liable to you or any other person for the Third-Party Content for any errors, inaccuracies, omissions or delays in the data, regardless of cause, or for any damages (whether direct or indirect) resulting therefrom.
F. Without limiting the foregoing, no Third-Party Data Provider nor any upstream data or service provider shall have any liability whatsoever, whether in contract (including under an indemnity), in tort (including negligence), under a warrant, under statute or otherwise, in respect of any losses or dames (including indirect, incidental, special or consequential damages or lost profits) suffered by users of the Third-Party Content, including as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by you of the Third-Party Content or any other person, whether or not based on the Third-Party Content and whether or not such losses or damages could have been foreseen or prevented.
VI. Fees.
BlackRock may charge fees to third parties in connection with the use of the models on the Site, as separately agreed pursuant to the Terms of Use of the relevant model(s). In addition, the models on the Site, including third-party models, will include BlackRock funds, some of which will pay fees and/or reimburse expenses to BlackRock for providing management, administrative, or other services. Unless otherwise explicitly agreed, any fees charged in connection with the use of the models on this Site will not be reduced by any fees or other compensation or reimbursed expenses paid to BlackRock for providing management, administrative, or other services to BlackRock funds in which a Client may invest. The applicable SMA manager, including BlackRock, for each of the SMA strategies on the Site will receive a management fee for the provision of investment advisory services with respect to SMA strategies, in each case pursuant to a separate investment advisory agreement.
VII. Term.
You may cease to use the Site at any time. This Agreement will remain effective and shall apply to your use of the Site until amended, or terminated, by us. This Agreement and the arrangements contemplated hereby may be terminated by BlackRock with immediate effect without liability to BlackRock at any time and for any reason, in BlackRock’s sole and exclusive discretion. In addition to any right or remedy that may be available to BlackRock under applicable law, BlackRock may suspend, limit, or terminate all or a portion of your access to the Site, and/or your rights to use any of the Content, at any time with or without notice and with or without cause, including without limitation, if BlackRock believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Site will immediately cease. In addition, BlackRock may refer any information on illegal activities, including your identity, to the proper authorities.
VIII. Consent to Electronic Delivery.
To the extent your use of the Site implies the provision of non-discretionary, impersonal investment advice from BFA to you, you consent to electronic delivery of all current and future Form ADVs, brochure supplements, privacy notices, fund prospectuses and offering documents, tax forms and other regulatory notices, disclosures and communications, as applicable, delivered or provided by us in connection with the Site. You further acknowledge your receipt of BFA’s ADV Brochure which may be accessed here.
IX. Assignment.
This Agreement is personal to you, and is not assignable, transferrable or sublicensable by you except with BlackRock’s prior written consent. To the extent your use of the Site implies the entering into of an advisory contract with us for the provision of non-discretionary, impersonal investment advice, BlackRock will not assign (within the meaning of the Advisers Act) such contract without your consent. If, after 30 days of receiving notice of an assignment from us, you do not terminate your use of the Site as provided for in this Agreement, you will be deemed to have consented to BFA’s assignment of such contract. Your discontinuance of the use of the Site will constitute your termination of this Agreement (other than any surviving terms herein) and any advisory relationship as between you and BFA.
X. Warranty Disclaimer and Limitation of Liability.
THE SITE, AND ALL MATERIALS, INFORMATION AND OTHER CONTENT, AS WELL AS ANY PRODUCTS AND SERVICES PROVIDED ON THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BLACKROCK DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BLACKROCK DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE ACCURACY OR COMPLETENESS OF THE CONTENT CONTAINED ON THE SITE AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. BLACKROCK EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS AND OMISSIONS IN THE CONTENT ON THE SITE AND FOR THE USE OR INTERPRETATION BY OTHERS OF INFORMATION CONTAINED ON THE SITE. BLACKROCK DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, THAT THE CONTENT ON THE SITE WILL PRODUCE ANY PARTICULAR INVESTMENT OUTCOME FOR ANY PARTICULAR INVESTOR. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT ON THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. UNDER NO CIRCUMSTANCES ARE WE OR OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, FUND DIRECTORS, EMPLOYEES, OR AGENTS RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) TO YOU OR ANY OTHER PARTY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITIES OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR PREVENTED. IN NO EVENT WILL OUR LIABILITY TO YOU UNDER THIS AGREEMENT AND IN CONNECTION WITH THIS SITE EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100). IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR IF YOU ACCESS THE SITE SOLELY THROUGH AN ARRANGEMENT WITH YOUR EMPLOYER OR PLAN SPONSOR, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND ADDITIONALLY, THE LIMITATIONS OF LIABILITY IN THIS PROVISION OR ELSEWHERE IN THE AGREEMENT SHALL NOT ACT TO RELIEVE US FROM ANY RESPONSIBILITY OR LIABILITY FOR ANY RESPONSIBILITY, OBLIGATION, OR DUTY WHICH WE MAY HAVE TO YOU UNDER THE U.S. FEDERAL SECURITIES LAWS. NOTHING IN THIS AGREEMENT SHALL IN ANYWAY CONSTITUTE A WAIVER OR LIMITATION OF ANY APPLICABLE RIGHTS YOU MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS.
XI. Indemnity.
You agree to indemnify and hold BlackRock, its directors, fund directors, officers, employees, affiliates, agents, partners, members, contractors, licensors, suppliers and service providers harmless with respect to any and all suits, claims, demands, liabilities, losses, obligations, damages, costs and expenses (including but not limited to, reasonable attorney’s fees and other legal expenses) arising out of, or alleged to arise out of, or related to: (i) your breach of this Agreement, including, but not limited to, any infringement by you of the copyright, patents, trademarks, trade secrets, or intellectual property rights of any third party; (ii) your use or misuse of the Site (or any portion thereof), including your use, or provision to third parties (including any Client of yours) of any of the Content (including materials provided by or derived from materials provided by any Third-Party Data Providers) generated by or exported from the Site; (iii) your Client’s use of any Content, or (iv) to the extent resulting from or arising out of any authorized or unauthorized or otherwise inappropriate use of any of the Content of the Site attributable to You or which occurs through the use of Your Access ID:- in each case, except that such losses are determined by a final judicial decision to result from BlackRock’s willful misfeasance, bad faith or negligence. Furthermore, BlackRock shall have the right to injunctive relief to enforce its rights hereunder, for which you waive the requirement, if any, to post any bond, or similar requirement.
XII. Additional Disclosures.
A. Fund and Advisor Disclosures. Investments in a BlackRock product or client account are not bank deposits and are not insured or guaranteed by BlackRock or the Federal Deposit Insurance Corporation, any other government agency or any bank. Risk is inherent in all investing. The value of an investment in a fund or separately managed account, as well as the amount of return on such an investment, may fluctuate significantly from day to day and over time. An investor may lose part or all of an investment in a fund or separately managed account, or such investment may not perform as well as other similar investments.
Additionally, for money market funds, the fund's sponsor has no legal obligation to provide financial support to the fund, and an investor should not expect that the sponsor will provide financial support to the fund at any time. Certain money market funds may impose a fee upon sale of an investor’s shares or may temporarily suspend an investor’s ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. Although certain money market funds seek to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in such money market funds.
Please carefully consider a fund's investment objective, risks, charges and expenses before investing. For this and other information, call or write (i) in the case of a BlackRock fund, to BlackRock for a free prospectus or view one online, or (ii) in the case of a third-party fund, to the fund sponsor for a prospectus. Read the prospectus carefully before you invest or send money.
With respect to each SMA strategy, please refer to the applicable SMA manager’s Form ADV (available, by inputting the name of the applicable SMA manager, at https://adviserinfo.sec.gov/) for more information about the SMA manager and its investment advisory services.
B. BlackRock Institutional Trust Company, N.A. (“BTC”). BTC, a national banking association operating as a limited purpose trust company, provides investment management and other fiduciary services for client accounts, including trust accounts, and commingled investment vehicles. BTC is a wholly-owned subsidiary of BlackRock. BTC’s primary regulator is the Office of the Comptroller of the Currency, the agency of the US Treasury Department that regulates US national banks. Investments in a BTC-managed commingled vehicle or client account are not bank deposits, are not insured or guaranteed by the Federal Deposit Insurance Corporation, any other government agency or any bank, and are not guaranteed by BTC, BlackRock or any of their affiliates. Please carefully consider a commingled vehicle’s investment objective, risks, charges and expenses before investing. Although a short-term investment fund seeks to maintain a $1.00 unit value, it is possible to lose money by investing in such a fund. Commingled investment vehicles maintained by BTC are available only to certain qualified institutional investors and are not offered to the general public; prospectuses are not required, and prices are not available in local publications. To obtain more information, please contact your BTC account manager.
C. SEC Materials. Certain information provided through the Site has been filed with SEC (such materials being referred to as "SEC Materials"). The SEC Materials and other public disclosures contained on the Site may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock's future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" or similar expressions. Any such forward-looking statements are as of the date published or indicated in the SEC Materials and are subject to change based on changes in market, economic or other conditions, as described below. Such statements are no guarantee of future results.
In addition to risk factors disclosed in SEC Materials and those identified elsewhere in the Site, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of BlackRock's investment products; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the extent and timing of any share repurchases; (8) the impact, extent and timing of technological changes and the adequacy of intellectual property and information security protection; (9) the impact of legislative and regulatory actions and reforms, and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock; (10) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (11) the ability to attract and retain highly talented professionals; (12) fluctuations in the carrying value of BlackRock's economic investments; (13) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (14) BlackRock's success in maintaining the distribution of its products; (15) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (16) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.
BlackRock's latest Annual Report on Form 10-K and BlackRock's subsequent reports filed with the SEC, accessible on the SEC's website at www.sec.gov and on the Site, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.
D. Links to Other Websites. BlackRock may establish links between the Site and one or more websites or applications operated by third parties. BlackRock has no control over any such other websites, the contents therein or the products/services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by BlackRock regarding such websites, the contents of the websites, the products or services of the websites or the operators of the websites. Your access to and use of such linked websites is governed by the terms of use and privacy policies of those sites and shall be at your own risk. BlackRock disclaims responsibility for the privacy policies and customer information practices of third-party internet websites hyperlinked from the Site.
E. Links to BlackRock from Other Websites or Applications. Except as explicitly permitted under this Agreement, you shall not display hyperlinks on your websites or your applications to any website or application owned or operated by BlackRock. If you desire to display on your website or application a hyperlink to a BlackRock website, you must enter into a written agreement with BlackRock governing such display. Access to any BlackRock website does not authorize you to use any of BlackRock's names, logos, trademarks or copyrighted material, and you agree not to do so without BlackRock's express written consent. Requests to display hyperlinks on your websites to BlackRock websites should be emailed to askblackrock@blackrock.com.
F. Transmissions to and From the Site. Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Site may not be secure. Communications to BlackRock, particularly those containing confidential information, may be sent by mail to: BlackRock, Inc., 50 Hudson Yards, New York, NY 10001, Attn: Head, Intellectual Property, Legal & Compliance. You acknowledge and agree that BlackRock has granted you limited access to the specific files pertaining to the BlackRock Funds ("Approved Files"), and you agree not to attempt to access computer files other than the Approved Files. BlackRock makes no warranty to you regarding the security of the Site, including with regard to the ability of any unauthorized persons to access information received or transmitted by you through or from the Site. BlackRock reserves the right to cease providing, or to change, the Site and the Content (or any portion or feature thereof) at any time or frequency and without notice.
G. Account and Transaction Information on the Site. Certain BlackRock clients may access account information, including transactions, through the Site. Account information is unaudited unless noted otherwise and may be based on estimates. Do not make any investment decisions based on such information as it is subject to change.
H. E-mail and Marketing.Financial professionals who complete the registration process to access the Site are at the same time granting BlackRock permission to send them email messages for marketing and general communication purposes at the email address(es) they have provided. This service may be discontinued at any time via a link in the email labeled "Unsubscribe." In order to optimize user browsing experience on the Site and ensure proper functioning of features within the Site, authenticated users are tracked throughout their use of the Site. Tracking information is tied to the credentials of authenticated users by profiling to enable personalized content within the Site and on other BlackRock pages. Tracking and profiling of users can always be turned off by clicking the “Manage Cookies” button at footer of each page. Please note however, that this may result in loss of functionality and the ability of the Site to deliver personalized content. Further information and a full list of cookies in use can be found in the BlackRock Cookie Notice.
I. BlackRock’s Conflicts of Interest. You understand and acknowledge that certain of the model portfolios consist of products advised by BlackRock and, accordingly, BFA has a potential conflict of interest, as a Client’s investment in such BlackRock funds, SMA strategies or other products will increase compensation to BlackRock. BlackRock has an incentive to provide model portfolios that contain BlackRock funds, SMA strategies or other products that would result in higher levels of compensation being paid to BlackRock than other funds, SMA strategies or other products not advised by BlackRock or for which BlackRock would charge lower fees or expenses. BlackRock has an incentive to include third-party model portfolios that contain a higher percentage of BlackRock funds, SMA strategies (if applicable) or other products vis-a-vis other third-party model portfolios. You acknowledge and agree that you will exercise your own judgment with respect to any investment recommendation or decision and, in your sole discretion, may deviate from a model portfolio in making investment recommendations or decisions on behalf of your Clients. In addition, as a broker-dealer, BlackRock Investments, LLC acts as the principal underwriter and distributor for certain BlackRock products in connection with the sale to you or purchase by you or your Clients of a security that is the subject of content prepared by BlackRock. If it receives a commission in connection with any such transaction, BlackRock would have a conflict of interest. You understand this potential conflict and acknowledge that you may choose to effect securities transactions at another broker-dealer.
J. Timeliness of Content. All Content on the Site is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.
K. Password Security and Notification. Certain parts of the Site are protected by passwords or require a login and are restricted to authorized users only. You may not obtain unauthorized access to such parts of the Site, or to any other protected materials or information, through any means not intentionally made available by BlackRock for your specific use.
L. System Outages and Incomplete Transmissions. Internet software or transmission problems may produce inaccurate or incomplete copies of Content that may be downloaded and displayed on a user's computer. BlackRock is not liable for any damages, changes, or omissions that occur during transmission of Content.
M. Waiver. No waiver by BlackRock of any right under or term or provision of this Agreement will be deemed a waiver of any other right, term, or provision of the Agreement at the time of such waiver or a waiver of that or any other right, term, or provision of the Agreement at any other time.
XIII. Severability; Miscellaneous.
If any provision of the Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of the remaining provisions. This Agreement represents the entire agreement between BlackRock and the user relating to the subject matter herein, it being understood and agreed that use of certain portions of the Site, or certain Content available on the Site, are subject to additional terms and conditions, as specified therein. Where this is the case, those additional terms and conditions shall be incorporated by reference into this Agreement; in the event of any inconsistency between such additional terms and conditions and this Agreement, such additional terms and conditions shall prevail. BlackRock is an equal opportunity employer committed to diversity in the workplace.
XIV. Additional Terms.
A. Your Means of Site Access. You will be responsible for (including regarding any costs associated with) providing the wireless, dial-up, dsl, cable modem or other form of internet access and any other hardware and software necessary to access and use the Site.
B. Compliance with Laws. BlackRock complies with all applicable laws, including, but not limited to, privacy laws. You agree that you will comply with all such laws applicable to you.
C. Third-Party Materials. BlackRock or its business partners may present advertisements or promotional materials on or through the Site. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Site are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that BlackRock is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party materials on the Site.
D. Jurisdiction of Use. Except as explicitly provided herein, 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 BlackRock or its affiliates to any registration requirement within such jurisdiction or country. Each investment product and service referred to on the Site is intended to be made available to only U.S. residents. The Site will not be considered a solicitation for or offering of any investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal.
E. Governing Law; Jurisdiction. This Agreement will be governed by the laws of the state of New York, notwithstanding any conflict of laws provisions thereof. The exclusive jurisdiction for any claim, action or dispute with BlackRock or relating in any way to your use of the Site will be in the state and federal courts of the state of New York and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of New York. The prevailing party in any dispute arising under this Agreement shall be entitled to payment of its reasonable attorney’s fees by the other party.
F. Notices. BlackRock may send notices to you with respect to your use of the Site by sending an email message to the email address listed in your account information, by sending a letter via U.S. mail to the contact address listed in your account information, or by a posting a note, pop-up or other similar notification on the Site when you access your account. You agree that we may provide notice to you through such means. Unless otherwise stated in the notices, the notices will become effective immediately.
G. No Third-Party Rights. Other than the rights of Third-Party Data Providers and their upstream data and service providers to enforce the terms set forth in Section V above, there are no additional third-party beneficiaries of your rights under this Agreement.
H. Information and Press Releases. The Site may contain information and press releases about BlackRock. We disclaim any duty or obligation to update this information or these press releases. Additionally, any information contained in this information and in these press releases that pertains to companies other than BlackRock should not be relied upon as being provided or endorsed by BlackRock.
I. General contact information. For questions regarding the Site or your use of the Site, please email us at askblackrock@blackrock.com.
You acknowledge that you have read this Agreement, understand it and will be bound by its terms and conditions. You further acknowledge that this Agreement represents the complete and exclusive statement of the agreement between us relating to the subject matter of this Agreement, and that it supersedes any proposal or prior agreement oral or written, and any other communications between us relating to the subject matter of this Agreement. You agree that this Agreement will be deemed signed for all purposes when you click “I agree,” and you will not contest the legally binding nature, validity, or enforceability of this Agreement based on the fact that it has been executed electronically, and that any record of your acceptance of this Agreement and its terms will, if introduced as evidence in any judicial or administrative proceeding, be admissible as between you and BlackRock to the same extent and under the same conditions as other written agreements, business documents, and records originally generated and maintained in printed form.
Dated: October 2024.
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