This FundsNetwork User Agreement (this “Agreement”) governs use of the FundsNetwork Site and all FundsNetwork Data accessible through the FundsNetwork Site. This Agreement is a binding agreement between Fidelity and End User, on End User’s own behalf and on behalf of Fund/Agent or a third party approved by Fidelity, as applicable. By accessing or using the FundsNetwork Site, End User accepts and agrees to be bound by the terms and conditions in this Agreement.If End User does not agree to the terms and conditions in this Agreement, then End User is not authorized to use the FundsNetwork Site and should discontinue any use immediately.Access and/or use of the FundsNetwork Site is governed by the version of this Agreement in effect on the date that End User accesses the FundsNetwork Site.Fidelity may modify or amend this Agreement at any time without prior notice.End User should review the most current version of this Agreement by clicking on the “User Agreement” or similar hyperlink located at the bottom of certain pages of the FundsNetwork Site.This Agreement is in addition to any other agreements between Fund/Agent and any Fidelity Entity, including any Services Agreement.
“End User” means the individual accepting this Agreement, on its own behalf and on behalf of Fund/Agent or an approved third party, as applicable, and using the FundsNetwork Site.
“Fidelity” means, collectively, Fidelity Brokerage Services LLC, National Financial Services LLC and Fidelity Investments Institutional Operations Company, Inc., or any successor.Each such entity shall be referred to individually herein as a “Fidelity Entity”.
“Fund/Agent” means any entity that is a party to a Services Agreement.
“FundsNetwork” means Fidelity’s investment platform for mutual funds and other collective investment vehicles.
“FundsNetwork Data” means all content, data, or other information that is accessible or otherwise made available through the use of the FundsNetwork Site.
“FundsNetwork Site” means the FundsNetwork2.com website, or any successor website, including all content on or available through such website(s).
“Services Agreement” means the agreement between Fund/Agent and one or more Fidelity Entities that governs the availability of mutual funds or other investment products associated with Fund/Agent that are held through FundsNetwork.
2.Representations, Warranties and Covenants. End User represents, warrants and covenants that (a) End User is an authorized representative of Fund/Agent or an authorized representative of an approved third party that has an agreement with Fund/Agent that governs the use of the FundsNetwork Site and is authorized by Fund/Agent to use the FundsNetwork Site; (b) End User is authorized by Fund/Agent to accept all of the terms and conditions of this Agreement on behalf of Fund/Agent or such third party; (c) End User accepts this Agreement on behalf of Fund/Agent or such third party; and (d) End User shall use the product in conformity with all terms and conditions of this Agreement, policies, procedures and guidelines applicable to the use of the FundsNetwork Site and the FundsNetwork Data which are communicated to Fund/Agent or End User from time to time; and (e) all acknowledgements and representations made herein are true and accurate and Fidelity may rely on such representations and acknowledgments without duty of inquiry.
3.Scope of Use.Subject to the terms of this Agreement, Fidelity hereby grants End User access to the FundsNetwork Site and FundsNetwork Data, solely for the purpose of Fund/Agent’s internal business purposes which shall include (a) compliance with applicable law, rule or regulation; (b) Fund/Agent’s performance of its obligations set forth in the Services Agreement; and (c) internal analysis of FundsNetwork Data.
4.Login Credentials.End User shall be responsible for the confidentiality and use of any user name, password, access code, or PIN issued to End User or Fund/Agent’s other employees, representatives or agents (collectively, “Login Credentials”). Fund/Agent and End User agree that Fidelity may treat as authorized by Fund/Agent any instruction, direction or communication which uses Login Credentials and Fidelity shall be entitled to rely on and take action based on such instructions, directions or communications. Each of Fund/Agent and End User understands that Fund/Agent shall be responsible for the use of any data, information, or services obtained using such Login Credentials. In the event End User or Fund/Agent becomes aware of any unauthorized use of Fund/Agent’s Login Credentials, Fund/Agent shall immediately revoke such Login Credentials and notify Fidelity of such unauthorized use.Login Credentials may not be used by anyone other than End User and may not be shared or transferred to any other individual or entity.
5.Restriction on Use; Confidentiality.End User acknowledges and agrees that the FundsNetwork Site, including trademarks thereon, and FundsNetwork Data are the proprietary property of Fidelity and its respective third-party licensors.End User agrees not to use the FundsNetwork Site and FundsNetwork Data except as authorized by Fidelity and, in the event that End User is an employee or agent of an approved third party, End User will not use the FundsNetwork Site and FundsNetwork Data unless prior written authorization from Fidelity is obtained. End User agrees to keep confidential and not publish, broadcast, retransmit, reproduce, commercially exploit, or otherwise redistribute any FundsNetwork Data, information, or services provided under this Agreement.To the extent End User accesses personally identifiable information through the FundsNetwork Site, including contact and transaction data, End User will only utilize data regarding customers or clients to evaluate process and administer proposed Fund transactions hereunder unless a Fidelity entity expressly agrees otherwise.End User understands that it shall be solely responsible for all use of, and actions undertaken on, the FundsNetwork Site.End User agrees not to use the FundsNetwork Site except as authorized by this Agreement and the Services Agreement and, in any event, not to make it available to any third parties unless Fidelity has provided prior written authorization. No party shall copy, modify, frame-in or provide hyperlinks to any portion of the FundsNetwork Site or FundsNetwork Data.End User can access a variety of information and reports through the FundsNetwork Site.Such information is subject to change at any time and from time to time. Use of the FundsNetwork Site may involve the transmission of information that may be considered confidential information and is subject to the confidentiality provisions in the Services Agreement. Fund/Agent hereby consents to the transmission by electronic means of such information through the FundsNetwork Site and such consent shall be effective at all times that End User uses the FundsNetwork Site. Use of the FundsNetwork Site is limited to within the United States, and the information within the FundsNetwork Site is only for persons in the United States.
6.Notice of Errors.End User agrees to immediately notify Fidelity if there is any discrepancy or error in Fund/Agent data available through the FundsNetwork Site or of any other type of discrepancy or suspicious or unexplained occurrence relating to the use of the FundsNetwork Site. Fidelity will not be responsible for the accuracy, completeness, or use of any information received through the FundsNetwork Site.
7.Indemnification. Neither Fidelity nor any supplier of market data guarantees the timeliness, sequence, accuracy, or completeness of the FundsNetwork Data or any other information, or messages disseminated by any party. Fidelity shall not be liable in any way, and Fund/Agent agrees to indemnify and hold harmless Fidelity from and against, any and all claims, demands, actions, losses, damages, liability, or costs, charges, counsel fees, and expenses of any nature (“Losses”) based on, arising out of or otherwise suffered or incurred in connection with (a) any inaccuracy, error, or delay in, or omission in, the FundsNetwork Site of the FundsNetwork Data; or (b) the transmission or delivery of any such FundsNetwork Data; or (c) any act or omission by a Fidelity Entity that was made in reliance on Fund/Agent or End User direction, instructions or communication made through the use of the FundsNetwork Site; or (d) its use of the FundsNetwork Site, or from its use of, or reliance on any information included in, or omitted from the FundsNetwork Site; or (e) End User’s or Fund/Agent’s violation of this Agreement.
8.Modification; Monitoring.Fidelity may modify, change or discontinue the availability of the FundsNetwork Site or any features, functions, content, information, reports data or services available through the FundsNetwork Site or FundsNetwork Data in whole or in part, at any time. Fidelity may immediately terminate its provision of the Services to End User, Fund/Agent or any third party.Fidelity may monitor, store and retrieve any electronic communication transmitted on the FundsNetwork Site.
9.No Offer or Solicitation to Buy Securities.Nothing in the FundsNetwork Site shall be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security or any other product or service, to any person by Fidelity.
10.Governing Law; Notices.This Agreement and its enforcement shall be governed by the laws of the Commonwealth of Massachusetts, except with respect to conflicts of law, and shall inure to the benefit of Fidelity’s successors and assigns, whether by merger, consolidation, or otherwise. All notices to Fidelity pertaining to this Agreement should be sent directly to Fidelity in accordance with the notice provisions of the Services Agreement.
11.Fees, Charges or Expenses.End User agrees to be liable for any and all fees, charges or expenses incurred in connection with the use of the FundsNetwork Site by it or by any other person through use of Fund/Agent’s security codes, equipment, or otherwise.
12. DISCLAIMER OF WARRANTIES
FIDELITY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES ABOUT THE FUNDSNETWORK SITE OR THE FUNDSNETWORK DATA, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FUNDSNETWORK SITE AND FUNDSNETWORK DATA ARE MADE AVAILABLE TO YOU “AS IS” AND “AS AVAILABLE” AND FIDELITY DOES NOT WARRANT THAT ANY DEFECTS OR INACCURACIES WILL BE CORRECTED.
FIDELITY DOES NOT WARRANT THAT THE FUNDSNETWORK SITE WILL MEET END USER’S OR FUND/AGENT’S NEEDS, OR THAT IT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.FIDELITY ALSO MAKES NO WARRANTY THAT THE RESULTS OBTAINED FROM THE USE OF THE FUNDSNETWORK SITE OR FUNDSNETWORK DATA WILL BE ACCURATE OR RELIABLE, OR WILL MEET END USER’S OR FUND/AGENT’S EXPECTATIONS.
13. LIMITATION OF LIABILITY
EACH OF end user and Fund/Agent expressly acknowledges and agrees that its use of FundsnETWORK Data and the FUNDSNETWORK site is at Fund/Agent’s AND END USER’S sole risk and responsibility.
FIDELITY WILL NOT BE LIABLE TO END USER, FUND/AGENT OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE FUNDSNETWORK SITE, THE FUNDSNETWORK DATA OR ANY THIRD PARTY CONTENT, INCONVENIENCE OR DELAY). THIS IS TRUE EVEN IF FIDELITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
FIDELITY WILL NOT BE LIABLE TO END USER OR FUND/AGENT OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH FIDELITY DOES NOT HAVE DIRECT CONTROL. THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE AND INTERNET), UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY OR ACTION OF GOVERNMENT.
IF END USER LIVES IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. Severability.If a court of competent jurisdiction deems any provision of this Agreement unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
16.Server Capacity.Because all servers have limited capacity and are used by many people, End User shall not use the FundsNetwork Site in any manner that could damage or overburden any Fidelity server, or any network connected to any Fidelity server. End User shall not use the FundsNetwork Site in any manner that would interfere with any other party’s use of the FundsNetwork Site.
17. Termination.Fidelity may terminate this Agreement at any time upon notice to Fund/Agent.