Terms of Use Agreement

Welcome to this website (the “Site”) operated by CII of Institutional Investors (CII). The following Terms of Use ("Agreement") applies to your use of the Site. By accessing, browsing and/or otherwise using this Site, you acknowledge that you have read, understood and agreed to be bound by this Agreement.

1. General
CII reserves the right to change this Agreement at any time at its sole discretion. The most current version of the Agreement can be accessed on every page of our Site. You should check the Site from time to time to review the then current Agreement because it is binding on you. Your continued use of the Site constitutes your acceptance of any changes to the Agreement.

You are required to comply with all applicable laws in connection with your access to and use of the Site, and such further limitations as may be set forth in any notice from CII. As a condition of your access and use of the Site, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by the Agreement.

2. Copyright
The entire contents of this Site are subject to copyright protection. We grant you permission to display, copy, distribute, and download the materials on this Site for personal, noncommercial use only, provided you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. You may not, however, distribute, copy, reproduce, display, republish, download, or transmit any material on this Site for commercial use without our prior written approval.

3. Trademarks
All rights in the product names, company names, trade names, logos, service marks, product packaging, and trade dress, whether or not appearing in large print or with the trademark symbol (collectively the "Trademarks") displayed on the Site belong exclusively to CII or their respective owners and are prohibited from imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of the Trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Site confers on you any license or right under the Trademarks or any patent of CII or any third party.

4. Registration
You may be required to register to access certain areas of our Site. When registering, you must fill in all mandatory fields with true, accurate, current and complete information about yourself as prompted in the registration form and maintain and promptly update this information to keep it true, accurate, current and complete. CII has the right to suspend or terminate your account and refuse any and all current or future use of its Site if it suspects that such information is untrue, inaccurate, not current or incomplete.

5. Privacy
Your use of the Site is governed by CII’s Privacy Policy. By using the Site, you indicate that you understand and agree to the practices described in the Privacy Policy.

6. Security
You are responsible for maintaining the confidentiality of any password and username you provided during the registration process, and you are fully responsible for all activities that occur under your password or account. You agree to immediately notify CII of any unauthorized use of your password or username or any other breach of security.

7. No Professional Advice
This website is provided for educational and informational purposes only and is not meant to be a substitute for professional advice.

8. User Submissions
CII offers areas within the Site, including listservs, where you may be able to post opinions and other content that is available for review by other website visitors. To the extent that you add, upload, transmit, post, communicate, or store any content on the Site or otherwise submit any content for use by CII through a listserv or other forum (“User Submissions”), you are solely responsible for all of the information, statements, facts, and material contained in such User Submissions.

In connection with any User Submission you may submit, you agree not to transmit, distribute, post, communicate or store information or other material on, to, or through the Site that:

  1. is copyrighted, unless you are the copyright owner;
  2. infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;
  3. reveals a trade secret, unless you own it;
  4. contains falsehoods or misrepresentations that could damage CII or any third party;
  5. is obscene, libelous, defamatory, threatening, harassing, abusive, hateful, sexually-explicit, or embarrassing to any other person or entity as determined by CII, in its sole discretion;
  6. is illegal or otherwise objectionable;
  7. constitutes advertisements or solicitations of business, surveys, contests, chain letters or pyramid schemes.
     
CII does not actively monitor the Site or User Submissions and does not, on its own, undertake editorial control of postings, and CII does not guarantee that it will publish or maintain your User Submissions on the Site. CII may remove User Submissions at any time, without prior notice and at its sole discretion. Moreover, CII does not guarantee any confidentiality with respect to any User Submissions that you choose to add, upload, transmit, post, communicate or store on the Site or that CII otherwise may receive from you.

CII does not claim ownership of your User Submissions. However, by adding, uploading, transmitting, posting, communicating, or storing such User Submissions on the Site or by otherwise submitting such User Submissions to CII, you agree to and hereby grant CII, its successors and assigns, and the operators of the Site a worldwide, non-exclusive, royalty free, perpetual, irrevocable, transferable, and sub-licensable license to use, edit, modify, copy, reproduce, distribute, transmit, broadcast, display, create derivative works of, publish, perform, adapt, and display such User Submissions on or in connection with the Site and for such other purposes as CII may deem appropriate, in all media formats and in all media channels now known or later developed. You also hereby grant each user of the Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions.

9. Prohibited Uses Generally
Without limiting the foregoing, you agree not to:
  1. delete or revise any material or other information of any other user or CII;
  2. harvest or otherwise collect information about others, including e-mail addresses, without their consent;
  3. take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure;
  4. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site other than through the search engine and search agents available from CII and other generally available third-party providers (e.g., MSN, Google);
  5. attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Site;
  6. solicit Site members or guests to join outside sites or online Sites or organizations; or
  7. engage in any other conduct that restricts or inhibits any other person from using or enjoying the Site, or which, in the judgment of CII, exposes CII or any of its customers or suppliers to any liability or detriment of any type.
     
You further agree not to violate or attempt to violate the security of the Site, including, without limitation:
  1. accessing data not intended for you or logging into a server or account that you are not authorized to access;
  2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or
  3. attempting to interfere with service to any user, host, or network.
     
Violations of system or network security may result in civil or criminal liability. In accordance with this Agreement, CII will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.

10. Notice of Copyright Infringement
Just as CII requires users to respect our copyrights, we respect the copyrights of others. If you believe in good faith that your copyrighted work has been reproduced on or linked from the site without authorization in a way that constitutes copyright infringement, please provide our designated copyright agent with the following information
  1. identification of the copyrighted work claimed to have been infringed;
  2. identification of the allegedly infringing material on the Site that is requested to be removed;
  3. your name, address and daytime telephone number, and an e-mail address if available, so that CII may contact you if necessary;
  4. a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
  5. a statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
  6. an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.
     
CII’s Copyright Agent for notice of claims of infringement can be contacted at:
Corporation Guarantee and Trust Company
3331 Street Road
Suite 110
Bensalem, PA 19020

Upon receipt of such a notice of claimed infringement (or any statement in conformance with 17 U.S.C. § 512(c)(3)), CII will act expeditiously to remove or disable access to any content that is claimed to be infringing upon the copyright of any person under the laws of the United States, and will terminate the Site privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

11. Third-Party Content and Links to Third-Party Websites
The Site may contain third-party owned content and links to other websites (“Linked Sites”). CII does not endorse, sponsor, recommend, or otherwise accept responsibility for any Linked Sites. In addition, Linked Sites are not under the control of CII, and CII is not responsible for the content or privacy practices of the Linked Sites, including, without limitation, links contained on Linked Sites or any changes or updates to Linked Sites. CII is providing third-party content and Linked Sites to you only as a convenience, and the inclusion of such third-party content and Linked Sites is not an endorsement by CII in favor of any third party.

12. Disclaimer of Warranties
The site is provided “AS IS.” CII and its members, officers, directors, and agents make no representation or warranty whatsoever relating to the Site, Linked Sites, Materials, or other content that may be accessible directly or indirectly through the Site. CII disclaims to the maximum extent permitted by law any and all such representations and warranties.

Without limiting the generality of the foregoing, CII Disclaims to the maximum extent permitted by law any and all (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third-party intellectual property or proprietary rights, (c) warranties relating to the transmission or delivery of the Site, (d) warranties relating to the accuracy, reliability, correctness, or completeness of the Site, Linked Sties, Materials, or other content made available on the Site or otherwise by CII, and (e) warranties otherwise relating to performance or other acts or omissions by CII or any third party. Further, there is no warranty that the Site will meet your needs or requirements or the needs ore requirements of any other person.

13. Limitation of Liability
Your sole and exclusive remedy for any breach of this Agreement or for any other cause of action arising under this Agreement is your right to terminate this Agreement immediately upon notice to CII. In no event will CII or its affiliates, or any party involved in creating, producing, or delivering the Site be liable for any direct, incidental, consequential, indirect, special, or punitive damages arising out of your access, use, misuse or inability to use the Site or any Linked Sites, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure. In the event that you have a dispute with another user related to or arising from, or in any way connected with the use of the Site, you release CII from any claims, demands, and damages of every kind and nature arising out of or in any way connected with such a dispute.

These limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if CII has been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, CII’s liability in such jurisdictions shall be limited to the extent permitted by law.

14. Indemnification
You agree to defend, indemnify, and hold harmless CII and third parties who contribute to the Site from any loss, damage, or cost (including attorneys' fees) resulting from your violation of the Agreement.

15. Choice of Law
This Agreement will be governed by and construed in accordance with the laws of Washington DC, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

16. Arbitration of Disputes
Any dispute arising out of or in connection with this Agreement will be referred to final and binding arbitration, to the exclusion of any other court, forum or jurisdiction. Such arbitration will be conducted under the rules of the American Arbitration Association in effect from time to time. The parties will appoint one arbitrator by mutual agreement. If the parties cannot agree on the appointment of an arbitrator within 30 days after receipt of a demand for arbitration, each party will appoint one arbitrator, and the two party-appointed arbitrators will select a third arbitrator, who will act as Chair. If the party-appointed arbitrators cannot agree on a Chair, the Chair will be appointed by the American Arbitration Association. The parties shall instruct such arbitrators to render a determination within six (6) months after their appointment. The place of arbitration will be Washington DC, and the laws of Washington DC shall govern. There will be no consolidation or joinder of any dispute subject to arbitration hereunder with any arbitration or legal proceeding involving third parties or other disputes between the parties hereto. It is expressly understood and agreed by the parties that the findings of the arbitrator(s) will be conclusive on them, their successors, heirs and assigns and may be entered as a judgment in a court of record. The arbitrator(s) will have no authority to award punitive or exemplary damages or any other monetary damages not measured by the prevailing party’s actual damages. This section shall not prohibit any party from seeking injunctive relief from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by the other party.

17. Termination
CII reserves the right, in its sole discretion, to terminate your access to and use of the Site, with or without notice. Otherwise applicable sections of the Agreement shall survive termination.

18. Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and CII as a result of the Agreement or your access to and use of the Site. A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The failure of CII to enforce any provisions of the Agreement or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any terms or conditions of the Agreement or to act with respect to similar breaches. Unless otherwise specified herein, the Agreement constitutes the entire agreement between you and CII and governs your use of the Site. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.

Copyright © 2013 Council of Institutional Investors. All rights reserved. 


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