STATE STREET BANK AND TRUST COMPANY
ELECTRONIC ACCESS SERVICES AGREEMENT
State Street Bank and Trust Company has developed or uses proprietary or third-party accounting and other systems in conjunction with the services that we provide to our customers. In this regard, we maintain certain information in databases under our ownership and/or control that we make available to our customers and other entities by various methods, including by electronic access.
State Street agrees to provide you with access to the Services electronically. By accessing the Site or the Services, you and your Designees are agreeing to the terms and conditions of this Agreement. Please read this Agreement carefully and print a copy for your records.
We may modify this Agreement at any time and at our sole discretion by posting revisions on the Internet at http://www.ir3.statestreet.com. It is your responsibility to review the Site for changes each time you access the Site to be sure that you agree to them. Your continued use of the Site or the Services after the posting of any changes or modifications to this Agreement will constitute your acceptance of and compliance with such changes or modifications. By accessing the Site or the Services you will be conclusively presumed to have notice of and to have consented to the most recent version of the Agreement as posted on the Site.
- Customer Information
- means information you provide, including without limitation, user names and passwords and information via other security tools.
- means any persons you have authorized to access your electronic information, such as your employees or third-party investment advisors, consultants or other service providers, or any other person who accesses the Services or the Site using your Device or user id, password or other security device or requirement that we may issue or require, whether or not you have authorized them to do so.
- means a computer or computing device that you own, control or use and through which you may access the Services or the Site.
- Customer Agreement
- means any other agreement you may have with us governing your relationship with State Street.
- means electronic information, data or other content that we maintain on or make available through access to the Site or as part of the Services, including without limitation, information, data or other content provided by our Suppliers.
- Proprietary Information
- means the Site and the Services and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information we make available to you as part of the Services and the Site, and all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and our Suppliers.
- mean the electronic services made available to you by us from time to time via the Site, Device or others means of access.
- means mystatestreet.com and any other website we make available to you from time to time.
- means any unaffiliated third-party licensor or vendor of State Street.
- We, our, us and State Street
- mean State Street Bank and Trust Company, together with its affiliates and subsidiaries.
- You and your
- refer to you, our customer, and, unless the context indicates otherwise, your Designees.
Terms of Agreement
This Agreement is in addition to, and does not modify, any Customer Agreement. Other services made available to you via a Customer Agreement with us will be governed by such Customer Agreement, although those agreements will be deemed to have been supplemented by the terms of this Agreement when you access the Site or use the Services.
We reserve the right to monitor and audit all transactions and data (including e-mail messages) transmitted using the Site for any purpose unless prohibited by law. You shall use reasonable efforts to cooperate with us in connection with such efforts. You agree that a printed version of this Agreement shall be admissible in judicial or administrative proceedings to the same extent as other business documents and records. We may expand, reduce or suspend features of the Site or the Services from time to time at any time in our sole discretion with or without prior notice.
Use of the Services and the Site may not be available to you in all countries. In addition, the Services may not be continuously available, and your access to particular Services or Information may be restricted to certain business days and to certain time periods during such business days at our discretion. We are not required to make the Services or access to the Site available, or to continue to make the Services or such access available, to residents of any jurisdiction where we determine, in our sole judgment, that furnishing them to such persons might be unlawful under the laws of such jurisdiction or the laws of the U.S., or that compliance with either of such laws would be impractical or commercially unreasonable. Please check with your State Street representative regarding the availability of Services and the Site from your country of residence.
You agree to comply, and to cause your Designees to comply, with electronic access operating standards and procedures and with user identification or other password control requirements and other security devices and procedures that we or our Suppliers may be issue or require from time to time for use of the Site and access to the Services. You are solely responsible for any unauthorized use of the Site and access to the Services caused by your acts or omissions or arising by or through you, including without limitation, any and all use and/or misuse of the Site or the Services by your Designees. You agree to advise State Street immediately in the event that you learn or have reason to believe that any person to whom you have given access to the Site or the Services has violated or intends to violate the terms of this Agreement, and you agree that you will cooperate with us in investigating any unauthorized access or attempted access to the Site or the Services and in seeking injunctive or other equitable relief. You agree to discontinue use of the Services upon our request. We may restrict your access to the Site or the Services at any time for security or any other reasons or noncompliance with the terms of this Agreement, without liability to State Street or its Suppliers.
Access to the Site and the Services may require transmission of Customer Information. While we and our Suppliers use commercially reasonable security technologies to protect and encrypt sensitive information, the security of your Customer Information depends in part on the security of the Device that you are use to communicate with us the security provided by your Internet services provider and the security you use to protect your Customer Information. We are not responsible for the security or privacy of Customer Information or any other information transmitted to or from your Device. Accordingly, you should take steps to protect the confidentiality of your Customer Information at all times.
You are solely responsible if the security tools we provide to you or other security controls on your Device have been circumvented or compromised in any way. By accessing the Services or the Site, you fully assume all security risks related to such access. The Internet is an open system, and there is no absolute guarantee that the information you access or transmit will not be intercepted and read by others. State Street makes no warranty that a third party cannot decrypt Customer Information or other information through a third party be able to access your Device.
The information that you access via the Services may be stored during the session for your reference. You should log off the Internet when you are done viewing the Information or whenever you leave your Device, and you should be careful not to use them in a way that permits others to view the Information or any other information on your screen. We advise you not store any information that you access via the Services other than in a secure location and not on any mobile Device. You do so at your own risk, and we shall not be liable in any way for such information.
If you reasonably conclude that another person may access or have accessed Customer Information, you should take immediate action, such as changing your Customer Information to limit the potential damage. We advise you to use all security features of your Devices, including the "Passcode Lock" function, as one step to protect your Device and the confidentiality of Customer Information and any other information contained therein. Notify us immediately if you become aware of any disclosure, loss, theft, or unauthorized use of Customer Information, your Device or other security tools or any loss, theft or unauthorized use of your Device. You agree to advise us immediately in the event that you learn or have reason to believe that any person to whom you have given access to the Services has violated or intends to violate this Agreement and to cooperate with us in seeking injunctive or other equitable relief.
Single Sign On
We have enabled single sign-on to grant users access to multiple applications, functionality and reports after the initial authentication and log on to the Site. Certain sensitive and high- risk products may require two-factor authentication using a secure token or digital certificate. Upon being authenticated at a higher level, State Street's single sign-on will make all the Site products available to users, including high-level access products. To close or log off all the Site products, including high-level access products, you must completely log off the Site. Please be advised that if you do not completely log off the Site, your access, including that to high-level access products, will continue throughout the Site session. If your Site session is inactive for a period of time, then we will automatically close all sessions to affect a log off from all Services.
There is currently no fee for the electronic Services provided to you by this Site. State Street representatives will contact their respective customers in advance should we decide to offer any electronic Services for a fee. You shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Agreement, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
Proprietary Information/Restrictions on Use
You agree that all Proprietary Information is the exclusive, valuable and confidential proprietary property of State Street and the relevant Suppliers and is protected by U.S. and international copyright, patent and trademark laws and treaties, as well as other intellectual property rights and unfair competition laws. You agree to keep the Proprietary Information confidential and to limit access only to those authorized by your principal or the terms of our other relevant Customer Agreements with you (under a similar duty of confidentiality) who require access to the Services for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.
"State Street" is a registered trademark and the Proprietary Information of State Street. All trademarks, service marks, trade names, logos and other content appearing on or included in the Site or used in connection with the Services remain at all times the property of their respective owners. Nothing contained in this Agreement, or visible on or provided as part of the Services or the Site should be construed as granting any license or right in or to the Proprietary Information of State Street, its Suppliers, or any other third party, except as expressly stated therein.
The Site, the Services and the Information provided by State Street and Suppliers may be presented with a distinctive "look and feel." The Services, Information and "look and feel" are the Proprietary Information of State Street and Suppliers. You will not (i) permit any third party to use the Site or the Services unless otherwise agreed in any relevant Customer Agreement that may otherwise apply; (ii) sell, rent, license or otherwise use the Site or the Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Agreement; (iii) use the Site or the Services for any fund, trust or other investment vehicle without our prior written consent; (iv) allow or cause any Information, including data from Suppliers or other third-party sources, to be published, redistributed or retransmitted for other than use for or on behalf of yourself; or (v) use more than one asset identifier per security. In no event may you use any Information in lieu of obtaining appropriate licenses from the applicable Supplier, and we may limit the use of the Site and Services accordingly.
In no event may the Site or the Services be used in a manner that (a) harasses, abuses, threatens, defames or otherwise infringes or violates the rights of any other party; (b) is unlawful, fraudulent or deceptive; (c) uses technology or other means to access Proprietary Information that we have not expressly authorized you to use; (d) uses or launches any automated system to access any of our websites or computer systems; (e) attempts to introduce viruses or any other malicious computer code that interrupts, destroys or limits the functionality of any computer software, hardware or telecommunications equipment; (f) attempts to gain unauthorized access to our computer network or user accounts; (g) encourages conduct that would constitute a criminal offense, or would give rise to civil liability; or (h) violates this Agreement. You agree that you will not modify the Site in any way, or enhance or otherwise create derivative works based in whole or in part on the Site or any part thereof, or reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the Site.
We reserve the right to prohibit anyone access to the Site or the Services that we determine is violating this Agreement, restricting or inhibiting any other user from using or enjoying the Site or the Services, or whose conduct we reasonably determine may violate the rights of a third party or constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, federal or international law.
You agree that any ideas, concepts, comments, suggestions, techniques or know-how (collectively, Submissions) you submit to us or the Site is the exclusive property of State Street, and that we can use such Submissions for our own commercial benefit without being required to compensate you.
Use of Information
Unless otherwise stated, all electronic Information is provided as a convenience and for your information and is not an official record of your activity with us. You should not rely upon it for taking action without first confirming its accuracy and completeness. We do not accept any responsibility for any loss or damage that results if you take action based upon such electronic Information. The accuracy, completeness sequencing or timeliness of Information provided to you via the Site or the Services are not guaranteed and are subject to change. Dated Information or other dated material contained on the Site reflects the authors' analysis as of the published date. Neither State Street nor any Supplier is under an obligation to update such Information or other material or to reflect circumstances that may occur after the earlier of the date it first appeared on the Site or the date contained in the Information or other materials.
No Information may be copied, displayed, distributed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, publicly displayed, encoded, transmitted, used to create a derivative work, or otherwise used for public or commercial purposes without our express written consent or that of our Supplier, as applicable. You may not modify, alter, revise, paraphrase, omit or change any Information, including without limitation, any content of our Suppliers, without our express prior written permission. You may not modify, amend, reduce the size of or in any way obscure any warning, notice, liability limitation, or other license provision on the Site or relating to the Information.
Site content is subject to change without notice. You may print copies of pages of the Site content for your business purposes, provided that each copy includes any copyright, trademark or service mark notice or attribution as they appear on the pages copied. The availability of third-party data on the Site is not to be used as a substitute for a license or subscription agreement directly with the relevant Supplier. If relevant to the data you access, you agree to comply with the Supplier's terms and conditions in any relevant agreement that you may have with the Supplier governing use of such data or that may otherwise apply and any supplement to this to this Agreement relating to such data.
You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street or and our Suppliers not adequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
Should you wish to contact the State Street with any questions, complaints or claims with respect to the Site or Services, you should contact your State Street representative.
You acknowledge and agree that we may collect, transmit, store and use technical, and login or other personal data and related information, including but not limited to Customer Information, technical information about your Device, system and application software, and peripherals to facilitate the provision of the Services. For further information on how State Street protects your personal information, read State Street's Online Privacy Statement. The newest version of the Online Privacy Statement is available to you on this Site screen. You agree to provide true, accurate, current and complete information about yourself when you elect to provide personal information to us and to promptly update such information as necessary to keep it accurate. Except as maybe expressly provided in our Online Privacy Statement, any information or materials submitted to us will be treated as non-confidential and non-proprietary.
Not all products or services offered, linked, provided or mentioned on the Site are available in all jurisdictions. Our products and services are only available in jurisdictions where it is lawful to advertise and market these products and services. The Services, including without limitation, any and all Site content, are not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject us to any registration qualification, licensing, governmental or regulatory approval within such jurisdiction. By offering the Services, we hereby make no solicitation to any individual or entity to use information, products or services in jurisdictions where prohibited by law. Your eligibility for any the Services available is subject to final determination by us and/or the applicable Supplier(s).
By identifying Devices compatible for use with software that will permit a Device to access the Services or the Site or by offering such software, we do not recommend, endorse or make any representation or warranty of any kind regarding the performance or operation of such Device or any associated software. You are responsible for all issues relating to the operation, performance and costs associated with such Device, the associated software and with your telecommunications carrier.
In connection with your use of the Services and your access to the Site, you agree to the taping or any other form of electronic recording of any communication, electronic or oral, between you and State Street or our employees or representatives, to the extent permitted by law. You acknowledge and agree to the recording, retention, monitoring and use by State Street (and its employees, representatives, affiliates and agents) of all instructions you give to us, and all external e-mail messages you send to us or receive from us, and all information and data that you input or provide during your use of the Services or the Site.
Your Representations, Warranties and Agreements
You represent and warrant that this Agreement is your legal, valid and binding obligation, enforceable against you in accordance with its terms. Furthermore, by accessing the Site or the Services, you:
- represent on a continuing basis that you are authorized to view any Information for which you have requested access;
- represent on a continuing basis that you have observed and will continue to observe all laws and regulations applicable to you and your activities in respect of your use of the Services or Site;
- agree that we can, in providing the Services and Information to you, rely on Customer Information and other electronic information provided by you to us from time to time;
- represent and warrant that you (i) are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country; and (ii) are not listed on any U.S government list of prohibited or restricted parties; and
- agree that State Street and its agents and Suppliers may download certain information to your computer or other access device.
Limited Warranties; Disclaimers; Limitation of Liability
State Street represents and warrants that it is the owner of and/or has the right to grant access to the Site and to provide the Services contemplated herein. Because of the nature of computer information technology, however, including but not limited to the use of the Internet, and the necessity of relying upon third party sources and data and pricing information obtained from third parties, the Site, the Services and the Information are provided to you on an "AS IS" "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND - EXPRESS OR IMPLIED -TO THE FULLEST EXTENT PERMITTED BY LAW.
Although we use reasonable efforts to provide accurate and up-to-date Information through the Services, neither we nor our Suppliers make any warranties or representations as to the title, accuracy, reliability, merchantability, completeness, quality, fitness for a particular use or timeliness of the Information or the Services including, without limitation, the performance or availability of the Site or the Services.
Neither we nor our Suppliers represent or warrant that the Information or Services will be free from infections or viruses, worms, Trojan horses, or other code with contaminating, disabling or destructive properties. We shall not be liable for any harm caused by the transmission through the Services, the Site or Information of a computer virus or other computer code or programming device that might be used to access, modify, delete, corrupt, disable, disrupt or otherwise impede in any manner the operation of the Services or any of your software, hardware, data or property, including without limitation your Device or capture keystrokes or other information from you.
You agree that with respect to any information supplied by Suppliers or other third parties we are not a publisher of such information and have no control over it. Any opinions, advice, statements, services, offers, information or other content given or provided by Suppliers or other third parties are those of the respective owners of such content and not ours.
WE SHALL HAVE NO LIABILITY FOR INVESTMENT OR OTHER DECISIONS, OR FOR ANY RESULTS, REGULATORY REPORTS, OR STATEMENTS, BASED UPON OR ARISING OUT OF, IN WHOLE OR IN PART, THE INFORMATION. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY. WE DO NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. WE ARE NOT PROVIDING INVESTMENT ADVICE, ACTING AS A FIDUCIARY OR ENDORSING ANY COMPANY, PRODUCTS, SERVICES OR SECURITIES BY PUBLISHING ANY INFORMATION CONTAINED ON THE SITE.
ALL INFORMATION PROVIDED OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES, including without limitation, stock quotes, stock charts, SEC filings and the General Investor Relations section (i) ARE PUBLISHED SOLELY FOR THE INFORMATIONAL AND OTHER PURPOSES SET FORTH HEREIN, (ii) ARE NOT INTENDED AS LEGAL, INVESTMENT OR FINANCIAL ADVICE and (iii) ARE NOT OFFERS, SOLICITATIONS OR RECOMMENDATIONS OF SECURITIES OR OTHER FINANCIAL PRODUCTS, NOR SHOULD THEY BE USED IN CONNECTION WITH ANY SALE, OFFER FOR SALE OR SOLICITATION OF A OFFER TO BUY SECURITIES OR ANY OTHER INSTRUMENTAND (iii) SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS SUCH INFORMATION DOES NOT ATTEMPT OR CLAIM TO BE A COMPLETE DESCRIPTION OF THE SECURITIES, MARKETS OR DEVELOPMENTS REFERRED TO IN THE MATERIAL. IN PARTICULAR, STOCK QUOTES MAY BE DELAYED BY AT LEAST TWENTY (20) MINUTES. YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
You acknowledge and agree that, notwithstanding the fact that you are using Information, and the Services to assist you in satisfying regulatory requirements or complying with any applicable laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory board, compliance is your sole responsibility. State Street shall not be liable in any way for any compliance or non-compliance by you in this regard. WE SPECIFICALLY DISCLAIM ANY AND ALL LIABILITY OR LOSS ARISING OUT OF ANY ACTION OR NONACTION TAKEN IN RELIANCE ON THIS INFORMATION, INCLUDING MARKET VALUE LOSS ON THE SALE OR PURCHASE OF SECURITIES OR OTHER INSTRUMENTS OR OBLIGATIONS.
All expressions of opinion are subject to change without notice. We have not independently verified any information obtained from our suppliers, licensors or other third party sources and do not guarantee that the information is accurate or complete.
WE, OUR EMPLOYEES, OFFICERS AND DIRECTORS MAY FROM TIME TO TIME HAVE POSITIONS IN THE SECURITIES MENTIONED AND MAY SELL OR BUY SUCH SECURITIES. INVESTMENT PRODUCTS ARE NOT BANK DEPOSITS OR INSURED BY THE FDIC OR OTHER ENTITY AND ARE SUBJECT TO INVESTMENT RISKS.
We do not guarantee that we will continue to make the Site or the Services, including any Information available to you, whether by the same methods currently used or otherwise or that we will continue to supply corrections, updates or releases for the same. You agree not to hold us liable for any damages arising from a discontinuation or modification of all or part of the Site, any Information or the Services.
By accessing the Site or Services, you agree to waive all claims against us and all Suppliers regarding the Site and the Services and their use by you and to hold us harmless from any and all claims, losses, expenses or damages, direct or indirect, relating to any disclaimed warranties described in this Agreement. UNDER NO CIRCUMSTANCES SHALL WE OR OUR SUPPLIERS BE LIABLE TO YOU OR YOUR DESIGNEES FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, GOODWILL, BUSINESS INTERRUPTION, LOSS OF USE OR MALFUNCTION OF YOUR DEVICE OR OTHER EQUIPMENT, THEFT, CORRUPTION OF CONTENT OR PROGRAMS OR ANY OTHER PECUNIARY OR INTANGIBLE LOSS (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITE, THE SERVICES, OR INFORMATION; WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN FORESEEABLE TO WITHIN OUR CONTROL.
Your exclusive remedy and our entire liability for any dispute or claim related to this Agreement or the Services is your cessation of the use of the Site and the Services.
The foregoing limitations will apply even if the above stated remedy fails in its essential purpose. Because some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, or limitations on how long implied warranties last or the exclusion of certain implied warranties, some of the above disclaimers and limitations may not apply to you in such states and jurisdictions, our liability is limited to the fullest extent permitted by law.
You agree to defend, indemnify and hold State Street, and its subsidiaries and affiliates, employees, contractors, officers, directors and Suppliers harmless from any and all claims, suits losses, damages, liabilities, costs, fines, penalties, and expenses (including attorneys' fees) arising from (i) use or misuse of your Device, the Site or the Services, including without limitation the use or misuse of, or reliance upon, the Site or Information by you or any other persons to whom you have provided Customer Information (ii) any violation of this Agreement, including without limitation, any representations or warranties contained in this Agreement, (iii) breach of any applicable law, regulation, rule or directive; (iv) any content that you submit, post to or transmit, (iv) your connection to the Site, (iv) any harm you cause another user, or (v) any violation of any rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which event you will cooperate in asserting any available defenses. This indemnification shall be binding upon you and your successors and permitted assigns.
We may terminate this Agreement or your access to the Site or the Services for any reason or for no reason, including, but not limited to, our reasonable conclusion that you have violated the terms of this Agreement or any other relevant Customer Agreement that you have with us or that may otherwise apply. Termination of this Agreement, however, will not in and of itself terminate your other relationships with us.
This Agreement and your access to and use of the Site or the Services, as well as our performance of our obligations under this Agreement and the Services provided to you under this Agreement, are governed by applicable federal law and the laws of the Commonwealth of Massachusetts, without giving effect to any principle of conflict of law. You (i) expressly and irrevocably agree that exclusive jurisdiction and venue for any claim or dispute related to this Agreement, the Site or the Services resides in the state or federal courts of the Commonwealth of Massachusetts; (ii) irrevocably agree and expressly and irrevocably consent to the exercise of personal jurisdiction in those courts over any action brought under this Agreement.(iii) waive any defense of inconvenient forum; (iv) agree that any final judgment will stand and be enforceable in other jurisdictions by suit or as provided by law and will be binding on you, your heirs, executors, legal representatives, successors and assigns; and (iv) agree that any summons, process or other legal document in connection with any such dispute may be served on you or your personal representatives by serving it at your mailing or release address.
Waiver of Jury Trial
You hereby waive, and State Street also waives, any right either of us may have to a jury trial in any dispute arising from this Agreement or any Services provided to you under this Agreement.
This Agreement is in addition to the terms of any other Customer Agreement that you may have with us. To the extent that any terms or obligations of this Agreement directly conflict with the terms of a Customer Agreement that we have with you, the terms of the Customer Agreement shall apply. Except as provided in this Agreement, no modification or amendment of any provision of this Agreement will be effective against State Street unless the same is in writing and executed by State Street.
You agree that no delay or failure on our part to exercise any power or right under this Agreement, or a continued course of such conduct on our part, will operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other future exercise. Only a written waiver signed by us will be valid. All rights and remedies granted to us in this Agreement are cumulative and not exclusive of any other rights or remedies which State Street otherwise have at law or equity.
Severability; Binding Effect; Assignment
Should any term or provision of this Agreement be held to be invalid or unenforceable by any court of competent jurisdiction or by a government agency or regulatory agency, or subsequently become invalid and unenforceable as a result of a change in applicable law, the remaining terms and provisions shall continue in full force and effect. No term or provision shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. This Agreement, and your rights and obligations hereunder, may not be assigned by you without our prior written consent and shall inure to the benefit of our successors or assigns whether by merger, consolidation or otherwise. Any assignment or transfer by you of this Agreement that is made without our prior written approval will be null and void. This Agreement shall be binding on you, your heirs, executors, legal representatives, successors and permitted assigns. We may assign this Agreement or any of our rights or obligations under this Agreement to a company affiliated with State Street or to any successor company (whether by merger, consolidation or otherwise), or to any other person or entity at any time without your consent.
Effective as of December 5th, 2011.
Supplement to Electronic Access Services Agreement (IR3)
This Supplement to the State Street Bank and Trust Company Electronic Access Services Agreement (the Agreement) between you and us relates to your access to and use of our IR3 mobile software application (IR3) to access the Site and the Services. This Supplement sets forth terms and conditions applicable to your use of IR3 and is in addition to the terms and conditions of the Agreement. All capitalized terms that are not defined in this Supplement are defined in the Agreement.
IR3 is offered to you for operation and use on your Apple Device (as defined below) By downloading IR3, accessing the Site or using the Services, you agree to comply with all the terms and condition of this Supplement, as it may be modified in accordance with the Agreement from time to time.
We may modify this Supplement, at any time and at our sole discretion, in accordance with the provisions of the Agreement.
You are granted a non-exclusive, non-sublicensable, non-transferable, revocable, personal, limited license to install and use IR3 on any Apple Device capable of supporting IR3, solely as expressly permitted herein. Any access to or use of IR3 or the Services, including, without limitation, access to the Site and Information, in any manner not allowed under this Supplement and the Agreement is strictly prohibited.
Apple means Apple, Inc. and its affiliates and subsidiaries.
"Apple Device" means an Apple iPad or iPhone or other Device marketed or manufactured by Apple, Inc. and owned, leased or controlled by you.
You acknowledge that this Supplement is an agreement between State Street and you and not with Apple. You also acknowledge that Apple is (i) a Supplier, as that term is defined in the Agreement, and as such, is entitled to all the benefits of the Agreement applicable to Suppliers, and (ii) a third-party beneficiary of this Supplement and of the Agreement to the extent the latter relates to your use of IR3 with your Apple Device. Apple has the right (and is deemed to have accepted the right) to enforce this Supplement and the Agreement.
As between you and Apple, you agree that we are solely responsible for IR3 and any content contained therein. Apple is not providing any warranty for IR3, except if applicable, to refund the purchase price for it. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to IR3, and this Supplement does not entitle you to receive and does not obligate Apple to provide hard-copy documentation, telephone assistance, or enhancements or updates to IR3.
State Street, not Apple, is responsible for addressing (in accordance with and subject to any limitations contained in the Agreement) any of your claims or any third-party claims relating to IR3 or your possession and/or use of IR3, including without limitation, the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Apple shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to IR3, including without limitation, any third-party product liability claims, claims that IR3 fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement.
You agree to comply with the usage rules set forth in the App Store Terms of Service, located at http://www.apple.com/legal/itunes/ww/ ("Usage Rules"), and if there is a conflict between the terms of the Usage Rules and the terms of this Supplement and/or the Agreement, the Usage Rules shall govern. You further agree to comply with the terms of any third-party agreement that is applicable to you when you use IR3, such as your wireless data service agreement.
IR3, and its logo, "IR3," are registered trademarks and the proprietary Information of State Street, and the use and ownership of them is governed by the terms of the Agreement. Nothing contained in this Agreement, or visible on or provided as part of the Services should be construed as granting any license or right in or to the proprietary Information of State Street or any other third party, except as expressly stated therein
You agree that any ideas, concepts, comments, suggestions, techniques or know-how (collectively, "Submissions") you submit to us about IR3 are the exclusive property of State Street, and that we can use such Submissions for our own commercial benefit without being required to compensate you. You hereby irrevocably transfer and assign to State Street all copyright or other rights you may have in the Submissions.
You may not use or otherwise export or re-export IR3, except as authorized by United States law and the laws of the jurisdiction in which IR3 was obtained. In particular, but without limitation, IR3 may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.
Should you wish to contact us with any questions, complaints or claims with respect to IR3, you should contact Jeffrey Graves, State Street Bank and Trust Company, Mailstop LCC6, Box 5501, Boston, Massachusetts 02206 Email: email@example.com
Effective as of December 5th, 2011