Terms and Conditions
BY LOGGING ON TO CLIENTVIEW AND CLICKING THE "SUBMIT" BUTTON, YOU, AS A CUSTOMER OF BOSTON TRUST WALDEN COMPANY, ACKNOWLEDGE THAT YOU HAVE REVIEWED AND UNDERSTAND THESE TERMS AND CONDITIONS, AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS.
ClientView is a private Internet website ("ClientView") offered by Boston Trust Walden Company ("Boston Trust Walden" or "we") to its custody customers and the authorized representatives (collectively referred to as "Customers") and powered by U.S. Bank National Association ("Sub-Custodian"). ClientView provides Customers with internet access to their custody accounts for the purpose of viewing account information ("Accounts"). Customers with any questions regarding their Account or information accessed through ClientView should contact Boston Trust Walden.
2. TERMS AND CONDITIONS
This document describes the terms and conditions under which we will provide Customers with access to ClientView. A Customer's use of ClientView shall be governed by, and subject to, these Terms and Conditions. Initial use of ClientView constitutes an acceptance of these Terms and Conditions. These Terms and Conditions may be updated from time-to-time by Boston Trust Walden. Each Customer agrees to be bound by the Terms and Conditions in effect at the time of logging on to ClientView.
3. INFORMATION ACCESS AND AVAILABILITY
Each Customer acknowledges that data accessed through ClientView is unaudited and that Boston Trust Walden or its sub-custodian reserves the right to adjust entries posted to any Account upon later review and/or reconciliation of such entries. Boston Trust Walden shall not be responsible or liable for any failure or delay in performance of its obligations under this agreement arising out of or caused, directly or indirectly, by circumstances beyond Custodian's reasonable control, including, without limitation, loss or malfunctions of utility, transportation, computer (hardware or software) or communication service. Each Customer acknowledges that data used to price account securities has been received from third party pricing sources or provided by Boston Trust Walden or the Customer, and the accuracy, currency, and completeness of such information is in no way guaranteed or warranted by either Boston Trust Walden or any pricing source used by Sub-Custodian.
4. LIMITATION OF LIABILITY
No Party shall have an obligation to inquire into the authorization of any website inquiry, electronic communication, transaction input, or distribution input, nor shall it be liable for acting upon any unauthorized transmission communicated to it via use of identification numbers issued to Customer. Each Customer agrees to protect, indemnify, and hold harmless Boston Trust Walden and Sub-Custodian for any claim, loss or liability arising out of use of ClientView, except for claims, losses or liabilities arising directly from Boston Trust Walden's gross negligence or willful misconduct. IN NO INSTANCE SHALL BOSTON TRUST WALDEN OR ITS SUB-CUSTODIAN BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These Terms and Conditions are effective upon initial use of ClientView and shall continue in effect until (a) termination by Boston Trust Walden, or (b) closing of all accounts accessible through ClientView.
The entire content of ClientView is copyrighted under United States law and is protected by worldwide copyright laws and treaties. Materials from ClientView may not be copied, distributed, or transmitted in any way without Boston Trust Walden's and Sub-Custodian's written permission, except that a Customer may download, store, print, and copy the material to which they have been granted access solely for that Customer's own use; provided, however, that the downloaded materials may not be altered in any way (in particular, copyright notices may not be deleted). Boston Trust Walden and/or Sub-Custodian reserve complete title and full intellectual property rights in any and all materials downloaded from ClientView. Boston Trust Walden further reserves the right to revoke any of the foregoing privileges at any time.
The trademarks, logos, and service marks displayed on ClientView (collectively, "Trademarks") are the registered and unregistered trademarks of Boston Trust Walden, Sub-Custodian or third parties. Under no circumstances may Customer use, copy, imitate, alter, modify, or change these Trademarks. Nothing contained on, in, or otherwise connected with use of ClientView should be construed as granting (by implication or otherwise) any license or right to use any Trademark without the express written permission of Boston Trust Walden, Sub-Custodian or the third party, which has rights to such Trademark, as appropriate.
Each Customer shall use ClientView in accordance with the security procedures established by Sub-Custodian. Due to emerging technologies and ensuing changes in security practices, Sub-Custodian reserves the right to supplement or change its security procedures as needed. Each Customer is responsible for maintaining the security and confidentiality of all IDs, passwords, and other security devices issued to or by the Customer (collectively, "Customer's Internal Security Devices"). No Customer shall permit unauthorized individuals to use Customer's Internal Security Devices to access ClientView. Each Customer is responsible for the actions of any individuals using that Customer's Internal Security Devices to access ClientView. A Customer shall promptly notify Sub-Custodian if that Customer has any knowledge that the security of ClientView has been compromised. Each Customer agrees to defend, hold harmless, and indemnify Boston Trust Walden and Sub-Custodian against any claims, losses, damages, costs, expenses, fines, and other liabilities arising out of that Customer's failure to maintain the security and confidentiality of the Customer's Internal Security Devices or arising out of the unlawful use of ClientView by the Customer or any person who obtains access to ClientView using the Customer's Internal Security Devices.
8. CUSTOMER ACKNOWLEDGEMENTS / DISCLAIMERS
Each Customer acknowledges that the Internet is an unsecured and unregulated environment, and that the ability of Sub-Custodian to deliver ClientView is dependent on the Internet and equipment, systems, and services provided by third parties outside the control of Sub-Custodian. Each Customer further acknowledges that there may be delays and failures in connection with the implementation and performance of ClientView and that such delays or failures shall not result in any liability of Boston Trust Walden or Sub-Custodian. BOSTON TRUST WALDEN AND SUB-CUSTODIAN PROVIDE CLIENTVIEW ON AN "AS IS," "AS AVAILABLE" BASIS AND MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE INTERNET SERVICES OR THE CONTENT OR SECURITY OF CLIENTVIEW. BOSTON TRUST WALDEN AND SUB-CUSTODIAN DISCLAIM ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CLIENTVIEW DOES NOT WARRANT THAT THE OPERATION OF CLIENTVIEW WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. EACH CUSTOMER IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED BY INTERRUPTIONS OR MALFUNCTIONS OF CLIENTVIEW AND EXPLICITLY ACCEPTS AND ASSUMES THE RISK OF SUCH OCCURRENCES.
9. GOVERNING LAW
These Terms and Conditions and the obligations and duties of the parties under these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the state of Minnesota.
The failure of a party to insist, in any one or more instances, upon the performance of any terms of these Terms and Conditions shall not be construed as a waiver of that party's right to demand proper performance or future performance of that term by the other party. The waiver by a party of any term or condition shall not constitute a waiver of any other term or condition.
These Terms and Conditions contain the entire understanding of the parties and supersede any previous discussions, proposals, or agreements, if any, between the parties with respect to a Customer's on-line access to ClientView or account information. All representations, warranties, disclaimers, indemnities, and limitations of liability set forth in these Terms and Conditions shall survive the termination of these Terms and Conditions, whether or not a Customer retains access to ClientView. Neither Custodian nor Sub-Custodian or any Customer will contest the validity, enforceability, or admissibility of hard copy printouts of the Terms and Conditions for ClientView. Copies of such Terms and Conditions, if introduced as evidence in tangible form in any judicial or administrative proceeding, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form