Effective: September 12, 2018
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST BESSEMER TRUST (AS DEFINED BELOW) TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BESSEMER TRUST ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
2. Limited Use and Purpose
Nothing contained on this website is intended to be or should be construed as legal, tax or investment advice. This website is for informational purposes only and does not constitute a recommendation, an offer to sell, or a solicitation of an offer to buy any securities, futures, options or other financial instruments ("Securities"), nor shall any such Securities be offered or sold to any person in any jurisdiction whose laws would make such offer, solicitation, purchase, or sale unlawful.
3. Investment Products are Not Federally Insured
Securities (including shares of mutual funds), alternative investments, and other investment products referenced on this website are not bank deposits and are not insured by the FDIC or any other agency of the United States, nor are they obligations of, or insured or guaranteed by, Bessemer Trust or any of its subsidiaries or affiliates. Securities (including shares of mutual funds) and other investments involve investment risks, including the possible loss of value. Your eligibility for particular investment options or services is subject to final Bessemer Trust determination and acceptance.
4. Prohibition on Funding of Unlawful Internet Gambling under Regulation GG
The Unlawful Internet Gambling Enforcement Act of 2006 (the “Act”) prohibits commercial clients (as defined in the Act) from conducting account transactions made in connection with unlawful Internet gambling (termed "Restricted Transactions" in the Act). Accordingly, Bessemer Trust prohibits the use of any Bessemer Trust account to engage in or process Restricted Transactions.
5. Limits on Bessemer Trust's Liability and Disclaimer of Warranties
BESSEMER TRUST, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “BESSEMER TRUST PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE BESSEMER TRUST PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE WEBSITE AND THE CONTENT AT YOUR OWN RISK.
THE BESSEMER TRUST PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO BESSEMER TRUST PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE WEB SITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE BESSEMER TRUST PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL ANY BESSEMER TRUST PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BESSEMER TRUST PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, IN SUCH STATES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND THE LIABILITY OF THE BESSEMER TRUST PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IF YOU ARE FROM NEW JERSEY, THE FOREGOING PARAGRAPHS IN THIS SECTION 4 ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
7. Restrictions on Use of the Website and Content
You agree not to: (a) take any action that imposes an unreasonable load on the website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the website or any activity being conducted on the website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the website, (d) delete or alter any material posted on the website by Bessemer Trust or any other person or entity, or (e) frame or link to any of the materials or information available on the website.
8. Trademarks and Copyrights
All trademarks, service marks, trade names, and logos displayed or otherwise on this website, whether registered or unregistered, are proprietary to Bessemer Trust, except as explicitly noted below under Ownership of Other Materials. Nothing contained on the website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark displayed on this website without the written permission of Bessemer Trust or such third party that may own the trademarks displayed on this website for each specific use. Your use of the trademarks displayed on this website, except as provided herein, is strictly prohibited. The trademarks may not be used to disparage Bessemer Trust or the applicable third-party, Bessemer Trust’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the trademarks. All goodwill generated from the use of any such trademark shall inure to Bessemer Trust’s or the applicable third party’s benefit.
Images displayed on this website are either the property of, or used with permission by, Bessemer Trust. The use of these images is prohibited unless specifically permitted herein, and any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. If you download any information or software from this website, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.
9. Communications Are Not Confidential
Information submitted to this website should not be considered secure or confidential, and Bessemer Trust makes no representation whatsoever concerning the security or confidentiality of such information and specifically makes no representation that any information submitted through this website will be received by Bessemer Trust. If you are a Bessemer Trust client, please send any electronic communications directly to your Client Account Manager.
10. Use of Links
The website contains links to third-party web sites. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such websites. The content of such website is developed and provided by others. Should you leave this website via a link contained herein and view content that is not provided by Bessemer Trust, you do so at your own risk. The content to which you link will not have been developed, checked for accuracy, or otherwise reviewed by Bessemer Trust. Bessemer Trust is not responsible for damages or losses caused by any such website, whether actual, alleged, consequential or punitive. Bessemer Trust makes no guarantees or representations as to, and shall have no liability for, any information delivered by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content.
11. SEC Materials
Certain information provided through this website has been filed with the Securities and Exchange Commission ("SEC") (such materials being referred to as "SEC Materials"). Bessemer Trust does not assume any duty of disclosure beyond that which is imposed by law and expressly disclaims any duty to update any information set forth in the SEC Materials. Individual statements appearing in the SEC Materials are intended to be read in conjunction with and in the context of the complete SEC Materials in which they appear, rather than as stand-alone statements.
Certain statements included in both the SEC Materials and other public disclosures contained on this website are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The most significant of such factors include the performance of financial markets, the investment performance of Bessemer Trust's sponsored investment products and separately managed accounts, general economic conditions, competitive conditions, and government regulations, including changes in tax rates. You are cautioned to consider carefully such factors. Further, such forward-looking statements speak only as of the date on which such statements are made; Bessemer Trust undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
12. Ownership of Other Materials
Adobe©, Acrobat©, Acrobat Reader©, and the Acrobat logo are trademarks of Adobe Systems Incorporated. Microsoft© and Internet Explorer© are trademarks of Microsoft Corporation. Standard & Poor's©, S&P©, Standard & Poor's 500©, S&P 500©, and others are trademarks of The McGraw-Hill Companies, Inc. Sector and Industry classifications included in this website utilize the Global Industry Classification Standard ("GICS"). GICS© is the exclusive property and a service mark of Morgan Stanley Capital International Inc. ("MSCI") and Standard & Poor's ("S&P"), a division of The McGraw-Hill Companies, Inc. Neither MSCI nor S&P makes any express or implied warranties or representations or shall have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) with respect to GICS© data or results obtained therefrom.
13. Bessemer Trust
Bessemer Trust refers to The Bessemer Group, Incorporated, a bank holding company located in Woodbridge, NJ and regulated by the Federal Reserve Board, and its subsidiaries worldwide. Investment management, custody and fiduciary services are provided in the United States by Bessemer Trust Company, a New Jersey state chartered bank and depository trust company located in Woodbridge, NJ and regulated by the Federal Deposit Insurance Corporation (FDIC) and the New Jersey Department of Banking and Insurance, Bessemer Trust Company, N.A., a national bank located in New York, NY and regulated by the Office of the Comptroller of the Currency, Bessemer Trust Company of California, N.A., a national bank and non-depository trust company located in San Francisco, CA and regulated by the Office of the Comptroller of the Currency, Bessemer Trust Company of Delaware, N.A., a national bank and non-depository trust company located in Wilmington, DE and regulated by the Office of the Comptroller of the Currency, and Bessemer Trust Company of Florida, a Florida state chartered non-depository trust company located in Palm Beach, FL and regulated by the Florida Office of Financial Regulation and the Federal Reserve Bank of Atlanta. Bessemer Trust Company (NJ) and Bessemer Trust Company, N.A. (NY) are FDIC members and their deposit accounts are insured by the FDIC up to the standard maximum deposit insurance limits established by FDIC rules. The other companies that are part of Bessemer Trust are not members of the FDIC and do not issue FDIC-insured deposits. Bessemer Trust Company (Cayman) Limited, Bessemer Trust Company (N.Z.) Limited, and Bessemer Group (U.K.) Limited provide investment management, custody and fiduciary services in the Cayman Islands, New Zealand, and the United Kingdom, respectively. Bessemer Investment Management LLC is an SEC-registered investment adviser located in New York, NY, and Bessemer Investor Services, Inc. is an SEC-registered broker dealer located in New York, NY and member of FINRA.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief: You and Bessemer Trust agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless you and Bessemer Trust agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
(c) Pre-Arbitration Dispute Resolution: Bessemer Trust is always interested in resolving disputes amicably and efficiently, and most website users’ concerns can be resolved quickly and to the user’s satisfaction by emailing Bessemer Trust at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Bessemer Trust should be sent to General Counsel, Bessemer Trust Company, N.A., 630 Fifth Avenue, New York, NY 10111, with a copy to [email protected] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Bessemer Trust and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Bessemer Trust may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Bessemer Trust or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Bessemer Trust is entitled.
(d) Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS, LLC, (collectively, the “JAMS Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the JAMS Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Bessemer Trust and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by JAMS. The right to a hearing will be determined by the JAMS Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(e) Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the JAMS Rules.
(f) Confidentiality: All aspects of the arbitration proceeding, including its existence, content and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
(g) Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.
15. U.S. Government Restricted Rights
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the website or Content by the Government constitutes acknowledgement of our proprietary rights in the website and Content.
16. Jurisdiction, Governing Law and Miscellaneous
This website is controlled and operated by Bessemer Trust from its offices within the United States. Bessemer Trust makes no representation that materials on the website are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this website from other locations are responsible for compliance with applicable local laws. You may not use or export the materials on this website in violation of U.S. export laws and regulations. By downloading any Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of such Content.
The information provided on this website 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 Bessemer Trust or its affiliates to any registration requirement within such jurisdiction or country.