Terms of Use
Updated as of December 1, 2024
The following terms of service (“Terms of Service” or “Agreement”) apply to this website and all of the applications which you are permitted to access via this website.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE, INCLUDING THE APPLICATIONS WHICH YOU CAN ACCESS VIA THIS WEBSITE (collectively this website and the underlying applications which you can access via this website shall be referred to as "Website"). This Agreement is an electronic contract that sets out the legally binding terms of your use of the Website. By accessing and/or using the Website, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein. If you do not agree to these terms of use, please do not use the Website. SEI Global Services, Inc. together with its wholly-owned direct and indirect subsidiaries (collectively, “SEI”) reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time. Please check these terms periodically for changes.
SEI retains the right to discontinue, suspend, or restrict use and availability of the Website in whole or in part at any time, and without prior notice or liability to you. SEI also reserves the right to terminate your access to the Website in our sole discretion, including without limitation, for overuse or abuse of the Website. SEI further reserves the right to monitor use of the Website without further approval from you.
Term
This Agreement will remain in full force and effect while you use the Website. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
Use of the Website
You agree to use the Website for the limited purposes permitted by the terms of the services agreement that you entered into with SEI. Illegal and/or unauthorized uses of the Website include, but are not limited to:
- using the Website for any purpose, at any location or in any manner not specifically authorized by these terms without SEI’s prior written consent;
- browsing or downloading illegal content, collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email
- creating or recreating the source code for the Website, or re-engineering, reverse engineering, modifying, updating, transferring to a third party, or otherwise exploiting any reports, data, content or other information appearing on the Website decompile or disassemble the Website;
- modifying, adapting, translating or creating derivative works based upon the Website, or combining or merging any part of the Website with or into any software or other website;
- removing, erasing or tampering with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Website, or failing to preserve all copyright and other proprietary notices in any copy of the Website made by you;
- selling, marketing, licensing, sublicensing, distributing or otherwise granting, any right to use the Website;
- using the Website to conduct any type of application services, service bureau or time-sharing operation or to provide remote processing, network processing, network telecommunications or similar services, whether on a fee basis or otherwise;
- breaching, avoiding, bypassing, removing, deactivating or otherwise circumventing any software or website protection mechanisms in the Website, including any mechanism used to restrict or control the functionality of the Website, or enable features or functionalities that are otherwise disabled or you are not permitted to access;
- performing or attempting to perform any actions that would interfere with the proper working of the Website;
- using the Website in or for any manner or purpose that infringes, misappropriates, or otherwise violates any right of any third party or that violates any applicable law;
- using the Website in any manner which might damage, disable, or overburden the Website, any SEl server or any network connected to an SEl server or the Website; or
- hosting unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third party rights.
Illegal and/or unauthorized use of the Websites may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress.
Account Security
You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password (“Account”). You agree to (a) immediately notify SEI of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you log out of your account at the end of each session. SEI will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-login feature if you have it linked to your Account.
Timeliness of Content
All content available on the Website is presented only as of the date indicated, and may be superseded by market events, other events affecting your account outside the control or knowledge of SEl, or other reasons.
No Warranty
SEI created this Website for the use, benefit, and convenience of our Internet visitors. The information (including text, graphics, and functionality) is presented 'As Is' and 'As Available' without express or implied warranties including, but not limited to, implied warranties of non-infringement, title, merchantability, and/or fitness for a particular purpose. SEI expressly disclaims any liability for errors and omissions regarding the information and materials contained in the Website. Due to the nature of the Internet, SEI cannot guarantee the confidentiality, accuracy or completeness of the information contained in this Website, information provided via this Website, or its suitability for any purpose. Further, although SEI makes reasonable efforts to avoid technological problems, SEI is not responsible for any technological problem with the Website or with anyone's use of the Website, and will not be liable for any impact these problems may have on users.
No Duty
SEl may change or discontinue any portion, feature or content of the Website at any time with or without notice. Facts, views and opinions represented on the Website, whether from SEl or third parties or organizations deemed to be of interest are not to be construed as investment advice or tax advice. SEl does not act as a fiduciary on your behalf; its functions are limited to those of an agency. SEl exercises no discretion, control or authority on behalf of your account.
Third Party Content
Some of the data, content and information provided on the Website is provided via third parties not affiliated with any SEI entity. While SEI makes attempts to provide accurate and timely third party content from reliable, verified sources, SEI cannot guarantee the end source of third party data, content or information and is not responsible for the accuracy, timeliness, completeness or suitability for use of any such third party content. Accordingly, you shall use any third party content appearing on the Website at your own discretion and at your own risk, and you hereby agree that SEI is not responsible for the acts or consequences from action based on any third party data received via the Website, whether or not accurate, complete or timely.
Ownership Rights to Content
SEI retains all proprietary rights in the Website. The Website contains the copyrighted material, trademarks, and other proprietary information of SEI, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on SEI is proprietary. Except where otherwise specified in this Agreement, all content is copyrighted material of SEI and for SEI internal use only. Distribution of content to others is strictly prohibited. You agree that SEI would be irreparably harmed by any violation or threatened violation of this section and that, therefore, SEI shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
SEI may provide links to third party websites, and some of the content appearing on the Website may be supplied by third parties. SEI has no responsibility for these third party websites nor for their content, which is subject to and governed by the Terms of Service and/or privacy policies, if any, of the applicable third party content providers.
You retain all licenses and ownership rights in and to the data you upload to the Website (“Your Data”). However, with respect to Your Data, you grant to SEI a worldwide, royalty-free and non-exclusive license.
Any content other than Your Data is the property of the relevant uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Website from time to time and within the parameters set by the uploader on the Website or with the express written consent of the uploader. Where you repost another user's content, or include another user's content in a set, you acquire no ownership rights whatsoever in that content. Subject to the rights expressly granted in this section, all rights in content are reserved to the relevant uploader.
Viruses
Because of the marked increase in the fabrication and proliferation of computer viruses affecting the Internet, SEI hereby warns you about infections or viral contamination on your system. It is your responsibility to scan any and all downloaded materials received from the Internet. SEI is not responsible or liable for any damage or loss caused by such hazards.
Linked Websites / Frames / Use
This Website may provide links to other websites for your convenience in locating related information and services. SEI does not maintain any of these other websites and has no control over the organizations that maintain these websites or the information, products, or services these organizations provide. Although SEI believes that the information from these organizations is reliable, we cannot guarantee their accuracy, completeness or suitability for any purpose. Accordingly, SEI expressly disclaims any responsibility for the content of these other websites, the accuracy of the information on these websites and/or the quality of products or services provided by the organizations that maintain them. SEI does not recommend or endorse these organizations or their products or services in any way and access to them is at the user's own risk. You are prohibited from framing any of the materials on this Website, and/or from suggesting any affiliation or endorsement between us, without our prior written authorization. You may print copies of the material contained in this Website solely for your internal use in connection with the services provided to you by SEI and solely in accordance with these terms and conditions. You are expressly prohibited from selling; distributing; copying, amending; modifying; or similar action regarding the material in this Website including: graphics; text; content; logos or the like. Further, you are prohibited and will be responsible for any and all of your unlawful use of this Website.
Use of Watermarked Images
Conditioned on your compliance with these Terms and Conditions of Use, SEI grants you a limited license to download watermarked images solely for your own personal use and not for dissemination to any third party. You may not use a watermarked image for any reason resulting in distribution to the public or in any online or other electronic distribution system. You may not modify, alter, or remove any visible or electronic watermark, or disassemble, reverse engineer, or decompile any image. Except for this limited, use, SEl grants you no other rights, and you may not distribute, sublicense or make available for use or distribution any watermarked image.
Online Fraud Advisory
SEI will never send emails that require individuals who access the Website (hereinafter, “Users”) to send personal information to us via email, website link or pop-up windows. Any unsolicited request for information you receive through emails, Web sites, or pop-up windows should be considered fraudulent.
Online fraud occurs when someone poses as a legitimate company to obtain sensitive personal data and then illegally conducts transactions on your existing accounts. Often called "phishing" or "spoofing," the most pervasive methods of online fraud are emails, counterfeit Web sites and pop-up windows, or any combination of these.
Fraudulent emails often:
- Appear to be from a legitimate, trusted source. You should not rely on the name or address in the "From" field, as this can be easily altered.
- Ask you for personal information. These emails often claim that your information has been compromised or frozen, or ask you to confirm your identity.
- Link to counterfeit Web sites. These sites may appear legitimate, but actually collect personal information for illegal use. They may also include a link to the real website in an attempt to make the link seem legitimate.
- Contain fraudulent phone numbers. These telephone numbers are usually tied directly to the fraud perpetrators. Never call a number featured on an email you suspect is fraudulent, and be sure to double-check any numbers you do call. In addition, a legitimate number may be included in an attempt to authenticate the email.
To help protect yourself from these fraudulent emails and Web sites:
- Never provide sensitive account or personal information in response to an email.
- Delete suspicious emails without opening them. If you do open a suspicious email, do not open any attachments or click on any links it may contain.
- Bookmark any sites that house personal account information and use those bookmarks to navigate directly to those sites.
- Install and regularly update virus protection software.
- Keep your computer operating system and Web browser current.
Limitation of Liability and Indemnification
UNDER NO CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SEI BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE OR ACCESS THE WEBSITE, EVEN IF SEI OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU, IF ANY FOR ACCESSING THE WEBSITE. YOU FURTHER AGREE TO INDEMNIFY AND HOLD SEI AND ITS AGENTS AND EMPLOYEES HARMLESS FROM ANY AND ALL ACTIONS, CLAIMS, COSTS, DEMANDS OR EXPENSES ARISING OUT OF THE USE OF, OR THE INABILITY TO USE OR ACCESS THE WEBSITE. IN JURISDICTIONS THAT DO NOT PERMIT THE LIMITATIONS OF LIABILITY OR INDEMNIFICATION PROVISIONS SET FORTH HEREIN, SET'S LAIBILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS.
Privacy
This Privacy Policy summarizes your privacy rights regarding our collection and use of your personal information.
Governing Law
These terms and conditions of use and this Website, except otherwise agreed, shall be governed by the laws of the Commonwealth of Pennsylvania in all respects. By agreeing to these terms and conditions of use, you hereby consent to the exclusive jurisdiction of the courts located within the Commonwealth of Pennsylvania. You must destroy all materials or copies of materials obtained from this Website upon termination.
Age and Responsibility
You represent that you are of sufficient legal age to use this Website and to create binding legal obligations for any liability you may incur as a result of the use of this Website. You agree that you are financially responsible for all uses of this Website by you and those using your login information, including any data aggregation service providers that you have authorized to access your data.
E-Mail Communications
E-mail is an important communication channel for website users. We will use your e-mail address and the content of any e-mail for correspondence purposes and to meet our legal and regulatory requirements regarding User communications. Internet and e-mail communications are not confidential and are not secure. On occasion, we may use your e-mail address to send you communications with information about service and product information that we believe may be of interest to you.
Availability Outside of the United States
If you access the Website from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Website from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.
Feedback
While we appreciate hearing from our Users, to avoid any misunderstandings, please understand that anything that you send to us, including ideas, suggestions, proposals, etc., will become our property without any right of compensation and you hereby waiver any claim therefore.
Cookies
As an additional security measure to protect your privacy, we use 'cookies,' or system generated codes, to increase processing efficiency for the Website. We do not use cookies to store or transmit any personal information about you on the Internet. The sole purpose of the cookie is to increase processing efficiency when you use the site.
Amendments
The Terms of Service may be amended from time to time with or without notice to you. Modifications become effective immediately upon being posted. Accordingly, please continue to review the Terms of Service whenever accessing, linking to, or using the Website. Your access, link to, or use of the Website, or any service on the Website, after the posting of modifications to the Terms of Service constitutes your acceptance of the Terms of Service, as modified. If, at any time, you do not accept the Terms of Service, you may not access, link to, or use the Website.
SEI Access Marketplace Terms and Conditions of Use
The following terms and conditions of use (“Terms of Use” or “Agreement”) apply to and govern your use of the SEI Access Marketplace (as defined herein) and all content, information and materials which you are permitted to access via the SEI Access Marketplace.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SEI ACCESS MARKETPLACE. THESE TERMS AND CONDITIONS ARE AN ELECTRONIC CONTRACT THAT SETS OUT THE LEGALLY BINDING TERMS OF YOUR USE OF THE SEI ACCESS MARKETPLACE. ACCORDINGLY, THESE TERMS AND CONDITIONS ARE INTENDED TO MODIFY AND/OR REPLACE ALL PRIOR TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE SEI ACCESS MARKETPLACE. By accessing and/or using the SEI Access Marketplace and/or clicking “I Agree” (or similar), you accept on your own behalf and on behalf of your Firm this Agreement and agree to the terms, conditions and notices contained or referenced herein. If you or your Firm do not agree to these Terms of Use, please do not use the SEI Access Marketplace. SEI Access Platform, LLC (“SEI,” “we,” “our,” or “us”) together with its Affiliates (as defined herein) and their respective licensors, service providers, managers, agents, officers, directors, and employees (collectively, the “SEI Parties”) reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time without prior notice. Please check these terms periodically for changes. SEI Access Platform, LLC provides the Services under this Agreement independently of its Affiliates and the obligations and benefits of SEI under this Agreement are those of SEI Access Platform, LLC.
As used herein, “SEI Access Marketplace” or “Marketplace” means the digital marketplace created and maintained by SEI for the purpose of making information regarding certain alternative investment products available to financial intermediaries for investment consideration by eligible investors and related administrative services supporting digital interaction between product sponsors and potential eligible investors and/or their advisors along with other automation services. The SEI Access Marketplace features the display of Offerings from multiple Sponsors; financial intermediary’s online submission, including electronic signature, of new business subscriptions to Sponsors for Offerings; and electronic signatures on Firm-specific documents related to subscriptions. “User,” “you,” or “your” refers to (i) the investment advisory firm that has executed a program or other agreement with SEI or certain of its Affiliates to receive services that include access to the SEI Access Marketplace (“Firm”), (ii) an individual who is granted access to the SEI Access Marketplace pursuant to any direct or indirect relationship with a Firm or its Affiliates, (iii) a licensed representative of a Firm who is a client of SEI, and (iv) any other Firm personnel, including, without limitation, any employee, contractor, representative, or agent who accesses or uses the SEI Access Marketplace on Firm’s behalf.
SEI retains the right to discontinue, suspend, or restrict use and availability of the SEI Access Marketplace in whole or in part at any time, for any or no reason, and without prior notice or liability to you. SEI also reserves the right to terminate your access to the SEI Access Marketplace in our sole discretion, including without limitation, for overuse or abuse of the SEI Access Marketplace. SEI further reserves the right to monitor use of the SEI Access Marketplace without further approval from you.
1. Use Rights and Obligations
- SEI grants Users a personal, limited, revocable, non-exclusive, non-sub-licensable license to access and use the functionality of the SEI Access Marketplace.
- Users shall use the SEI Access Marketplace as allowable under applicable law and regulation and solely in a manner consistent with the purposes for which the SEI Access Marketplace was created and these Terms of Use.
- Users are solely responsible for keeping User information and login credentials accurate, current, and complete. Firm is solely responsible for maintaining the confidentiality of access levels of each User and for all actions and omissions of its Users on the SEI Access Marketplace, whether expressly authorized by Firm or not. Firm agrees to immediately notify SEI of any unauthorized use of the SEI Access Marketplace or any other breach of security related to use of the SEI Access Marketplace, and to ensure that its Users log out of the SEI Access Marketplace at the end of each session.
- Users hereby grant to SEI a worldwide, royalty-free and non-exclusive license for use of any names, logos, images, and content used by or uploaded into the SEI Access Marketplace and will fully indemnify and defend SEI from and against all claims arising from use of such names, logos, images and content.
- SEI may restrict or suspend a User’s access to the SEI Access Marketplace or Services: (x) as SEI deems necessary, including to comply with applicable law, protect against communications, technology, or security problems, or perform emergency maintenance; or (y) where User is in breach of this Agreement.
- No User may use the SEI Access Marketplace in any manner which might damage, disable, or overburden the SEI Access Marketplace, any SEI server, or any network connected to an SEI server or the SEI Access Marketplace. We retain all rights to modify or limit the functionality of the SEI Access Marketplace, including the right to limit the number of requests that you can make to the SEI Access Marketplace to protect our systems or to enforce reasonable limits on your use of the SEI Access Marketplace.
- No User may use the SEI Access Marketplace to host unlawful, obscene, offensive or fraudulent content or activity, such as promoting securities transactions to persons who are not eligible to engage in such transactions, advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters or access controls, sending unsolicited, abusive or deceptive messages, viruses or harmful code, or violating third-party rights. You may not use the SEI Access Marketplace in or for any manner or purpose that infringes, misappropriates, or otherwise violates any right of any third-party or that violates any applicable law.
- No User may access the SEI Access Marketplace from any country outside of the United States of America where such access would violate applicable laws or expose the SEI Access Marketplace to undue risk or vulnerability; or enter personally identifiable information regarding an individual natural person who is a resident of any jurisdiction that would prohibit the processing of such personal information by SEI through the SEI Access Marketplace without SEI’s prior written consent.
- Each User (and, with respect to each User who is a representative, agent, employee or otherwise authorized to act on behalf of a Firm, the applicable Firm) is solely responsible for:
- obtaining and maintaining, and protecting the security of its software, systems, equipment, telecommunication and internet connections required for its use of the SEI Access Marketplace or Services.
- backup of data and retention of business records, including records relating to the Services, as it deems necessary or desirable, and as required by law. SEI assumes no responsibility for retaining Transaction Data or any other information made available through the SEI Access Marketplace or Services.
- determining whether the SEI Access Marketplace or the Services are appropriate for effectuating a particular transaction or whether a transaction is legally binding if processed via the SEI Access Marketplace.
- any information or data entered into the SEI Access Marketplace on its behalf.
- maintaining the proper licenses and authority to effectuate or attempt to effectuate transactions using the SEI Access Marketplace.
- Its compliance with federal or state law, SEC regulation or rule or rule of any self-regulatory organization in connection with the transactions and materials available via the SEI Access Marketplace.
2. Fees; Taxes
Firm understands and acknowledges that the SEI Access Marketplace is provided at no cost to Firm as a client of SEI or its Affiliate; and other financial intermediaries may be required to pay fees for the same or similar services. Firm is solely responsible for determining whether its use of the SEI Access Marketplace results in any potential or actual conflicts of interest with its clients and for making any necessary or appropriate disclosures or seeking any consents from its clients as a result thereof. Firm understands that Sponsors or their Affiliates pay fees to an SEI Affiliate to list their Offerings on the SEI Access Marketplace and to facilitate the digital interaction with financial intermediaries, including Firm.
In the event that a governmental authority determines that Firm’s access to the SEI Access Marketplace results in the need for the payment of any tax or fee to any governmental authority, Firm agrees to pay all such state and local sales, use, property or other taxes or fees which may be assessed against SEI or Firm arising out of such use; provided, however, Firm shall not be liable for taxes on SEI’s property, net income, gross receipts, or corporate franchise.
User shall cooperate with SEI fully in the defense of any claim by any federal, state, local, or other government authority against SEI regarding taxes or fees related to or assessed as a result of this Agreement.
- SEI and its Affiliates have the exclusive right, title, and interest in and to their proprietary systems, software, including the SEI Access Marketplace and its source code, information, logos, services names, domain names, marks, copyrights, business processes, know-how, documentation, materials and technology (collectively, “SEI IP”) and no rights or interests are transferred to User except those expressly granted in writing under this Agreement, even if SEI uses or provides SEI IP to User in connection with its performance of the Services. SEI reserves and retains all rights not expressly granted under this Agreement. User acknowledges that the SEI Access Marketplace, methods for providing the Services, related materials and software were developed, compiled, and arranged by SEI through expenditure of substantial time, effort, and money, and constitute valuable intellectual property and, as between User and SEI, are SEI IP. User shall not, and shall not permit any third party to, recompile, disassemble, reverse engineer, make or distribute any other form of, or create derivative works of the SEI Access Marketplace or any SEI IP without prior written consent. SEI may use suggestions for modifications and improvements from User and others about the SEI Access Marketplace and Services and derivatives (“Suggestions”) in its discretion and Suggestions that SEI incorporates in the SEI Access Marketplace or Services and derivatives, whether under this Agreement or not, are SEI IP. SEI retains ownership rights in and to the data you upload to the SEI Access Marketplace (“Your Data”). However, with respect to Your Data, you grant to SEI a worldwide, royalty-free and non-exclusive license.
- User shall not, and shall not permit any third party to: (i) copy, modify, adapt, translate, or otherwise create derivative works of the SEI Access Marketplace, except for copies, translations, and adaptions of the SEI Access Marketplace documentation as reasonably necessary for User’s use of the Services; (ii) reverse engineer, decompile, disassemble, decrypt, emulate, exploit, scrape or otherwise attempt to discover the source code of the SEI Access Marketplace; (iii) rent, lease, sublicense, sell, assign, or otherwise transfer rights in or to the SEI Access Marketplace; (iv) remove any proprietary notices or labels on the SEI Access Marketplace; (v) intentionally use, post, transmit, or introduce any device, software, or routine which interferes or attempts to interfere with operation of the SEI Access Marketplace; or (vi) enable access to the SEI Access Marketplace by unauthorized third-parties or third-party applications. User shall not use SEI IP, including SEI’s marks or trade names, without prior written consent. User shall not use the SEI Access Marketplace, other SEI IP, or Services or disclose or distribute information about them in a manner that competes with SEI. Other than with respect to Your Data, the license granted herein does not include any downloading, copying, or other use of SEI Access Marketplace data for the benefit of any third party or any use of data mining, robots, or similar data gathering and extraction tools.
- “Aggregate Data” means the data related to Users of the SEI Access Marketplace (including, but not limited to, metrics regarding the dollar amount and number of subscriptions and redemptions processed, number of Offerings, nature of Offerings, and Offering timing) where the data is aggregated and anonymized so that it does not directly or indirectly identify or enable the identification of individual Offerings, Firm or its Affiliates, or Users, or their respective clients. Subject to its compliance with this Agreement and applicable laws, rules and regulations, SEI and its Affiliates: (i) may compile Aggregate Data and use it for its advantage; and (ii) may sell, license, or otherwise make Aggregate Data available to third parties without obligation to User or its Affiliates.
- SEI may provide links to third party websites, and some of the content appearing on the SEI Access Marketplace may be supplied by third parties. SEI has no responsibility for these third-party websites nor for their content, which is subject to and governed by the terms of service and/or privacy policies, if any, of the applicable third-party content providers. Accordingly, SEI expressly disclaims any responsibility for the content of these other websites, the accuracy of the information on these websites and/or the quality of products or services provided by the organizations that maintain them.
- SEI has not conducted (and will not conduct) due diligence on the Offerings available on the SEI Access Marketplace or the Sponsors of such Offerings and does not recommend or endorse any of the Offerings or Sponsors. User agrees that it has not relied on the inclusion of the Offering in the SEI Access Marketplace in connection with its selection of an Offering for investment. User agrees that it is solely responsible for determining that it has sufficient information about a Sponsor or Offering, as applicable, to recommend or select them for investment. User agrees that neither the reference to “SEI Access Marketplace”, “SEI”, or an Affiliate in marketing or informational materials a Sponsor makes available nor the presence of an Offering on the SEI Access Marketplace constitutes a recommendation by SEI or any Affiliate, or an assessment that such Offering or Sponsor is appropriate for a particular investor.
- Firm acknowledges and agrees that SEI is only providing Services as set forth in this Agreement, and is not obligated to and has not edited, reviewed, approved or endorsed any Offering Materials, including, without limitation, the accuracy of any performance information a Sponsor provides as part of the Offering Materials. SEI shall not be responsible for the review and approval of any Offering Materials made available through the SEI Access Marketplace. The Offerings and other materials made available through the SEI Access Marketplace may be updated or removed at any time without prior notice.
- Nothing in this Agreement makes SEI or any of its Affiliates a party to any Offering, document, or Package facilitated through the SEI Access Marketplace and SEI makes no representation or warranty about the transactions User seeks to effect using the SEI Access Marketplace. Offerings available via the SEI Access Marketplace are limited to private placements meeting certain internal operational minimum standards, as determined by SEI in its sole discretion from time to time. These standards are available from SEI upon request. To the extent these operational standards include SEI’s receipt of written materials from the Sponsor or third parties, User understands and acknowledges that SEI has not reviewed those materials for accuracy or completeness. No User may rely on SEI’s operational standards when considering whether to invest in any specific Offering or as a substitution for User’s own due diligence.
4. Security
SEI will use commercially reasonable efforts to: (x) maintain the overall security of the SEI Access Marketplace and related infrastructure, (y) protect confidential and personally identifiable information provided by Users through the SEI Access Marketplace, and (z) maintain and execute processes designed to prevent the introduction of harmful malware, spyware, viruses, and other disabling code into the SEI Access Marketplace.
5. Privacy
Please review our Privacy Notice, which provides further information on how we collect, use, disclose, and secure the personal information we gather about you through this website, and which is incorporated herein.
6. Transaction Data
- SEI may use Transaction Data to provide the Services, as permitted pursuant to this Agreement, and to comply with applicable law and regulation, including complying with requests of a governmental or regulatory body. User may use Transaction Data and information it receives from the SEI Access Marketplace and the Services in compliance with applicable law and regulation. Nothing in this paragraph affects SEI’s rights with regard to Aggregate Data as set forth in Section 3(c).
- User is responsible for the content and accuracy of Transaction Data and for complying with privacy laws and other laws and regulations applicable to Transaction Data and User’s use of the Services.
- User is solely responsible for determining whether the Services meet User’s business or compliance needs.
- User may desire that SEI provide Transaction Data to third-party service providers, including transfer agents, financial intermediaries, and custodians. SEI is not obligated to transfer Transaction Data or information that may be available to User via the SEI Access Marketplace or Services to a third party unless agreed in a fully executed writing between the parties. If SEI transfers Transaction Data or other information to a third-party: (x) SEI is not responsible for the transfer of data to a third party as instructed by User; (y) User represents and warrants that it has acquired consents and provided notices required to transfer the Transaction Data and information; and (z) User represents and warrants that User has complied with all privacy laws applicable to it related to the transfer. SEI is not responsible for services or data a third party provides to User, even where such services or data is facilitated via the SEI Access Marketplace. User shall be solely responsible for contracting directly with such third party for services or data.
7. Indemnity
- User Indemnity. Firm shall indemnify, defend, and hold harmless SEI Parties, from and against all Liabilities from Claims in connection with or arising out of: (i) Firm’s and its Users’ use of the SEI Access Marketplace; (ii) Transaction Data, including but not limited to the transfer of such Transaction Data via the Services; (iii) User’s negligence or willful misconduct; (iv) User’s breach of this Agreement; (v) User’s failure to comply with applicable law, rules, or regulations, including privacy laws or securities laws; (vi) claims of infringement relating to any of the content or other materials licensed to SEI hereunder; and (vii) claims by an investor, including any claims related to Offerings, Offering Materials, a Firm’s or its representatives’ recommendation of any investment or its reliance on any of the foregoing.
- SEI’s Indemnity. SEI shall indemnify, defend, and hold harmless Firm Parties from and against all Liabilities from Claims in connection with or arising out of a Claim asserting that the SEI Access Marketplace infringes a U.S. patent, copyright, trademark, or trade secret. The foregoing indemnification will not apply to the extent any Claim of infringement is caused by: (w) User’s modification or use of the SEI Access Marketplace other than as provided in the Agreement; (x) User’s failure to use corrections or enhancements made available by SEI to the extent that corrections or enhancements would make the SEI Access Marketplace non-infringing; (y) information, specifications, or materials provided by User or on User’s behalf; or (z) the combination of the SEI Access Marketplace with goods or services provided by third parties. If the SEI Access Marketplace is, or in SEI’s opinion is likely to be held to be, infringing, SEI may at its option obtain for User the right to continue its use, or SEI may terminate this Agreement. The indemnification obligation and the remedies in this Section constitute User’s sole and exclusive remedies and SEI’s entire liability with respect to infringement.
- Indemnity Procedures. An indemnifying party is relieved of its obligations of indemnification to the extent the Liabilities are caused by the negligence, willful misconduct or breach of this Agreement by the party seeking indemnification. To receive the indemnities contained in this Agreement, the party seeking indemnification must promptly notify the indemnifying party of a Claim and provide reasonable cooperation (at the indemnifying party’s expense) and full authority to defend or settle the Claim, provided that the indemnifying party may not settle a Claim by requiring an admission of liability, obligation, or payment by the indemnified party without the indemnified party’s prior written consent. The indemnified party, at its cost, may participate in the defense of the Claim or action through counsel of its own choosing.
8. Disclaimers
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, THE SERVICES, INCLUDING ALL TECHNOLOGY AND SOFTWARE USED IN THE PERFORMANCE OF THE SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SEI DISCLAIMS ALL WARRANTIES: EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND, EXCEPT FOR THE LIMITED INDEMNIFICATION SET FORTH IN SECTION 7(b), NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. SEI DOES NOT WARRANT THAT THE SERVICES, INCLUDING THE SEI ACCESS MARKETPLACE, OR ANY COMPONENT THEREOF, WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SEI ACCESS MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE. USER ACKNOWLEDGES THAT SEI IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF INFORMATION PROVIDED BY OR ON BEHALF OF SPONSORS, FIRMS OR USERS. SEI IS NOT RESPONSIBLE FOR SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS, OR FOR ANY ERROR OR OMISSION IN THE CONTENT OR OTHER DATA TRANSMITTED THROUGH THE SEI ACCESS MARKETPLACE. UNDER NO CIRCUMSTANCES DOES SEI REPRESENT OR WARRANT THAT AN OFFERING WILL RAISE FUNDS OR THAT THE SEI ACCESS MARKETPLACE WILL FACILITATE A MINIMUM MONETARY AMOUNT FOR AN OFFERING. SEI DISCLAIMS ANY LIABILITY RELATED TO AND IS NOT RESPONSIBLE FOR A SPONSOR TO AN OFFERING ACCEPTING ANY TRANSACTION. SEI DISCLAIMS ANY AND ALL WARRANTIES ABOUT ANYTHING PERTAINING TO OR IN RELATION WITH THE OFFERING OR THE SPONSOR.
9. Limitations of Liability. EXCEPT TO THE EXTENT PROHIBITED BY LAW:
NO PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY OR TO THIRD PARTIES FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS OR REVENUE, GOODWILL, OR SAVINGS, OR DAMAGE TO, LOSS OF, OR REPLACEMENT OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES) RELATING IN ANY MANNER TO THE SERVICES (WHETHER ARISING FROM CLAIMS BASED IN CONTRACT, TORT, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGE;
SEI’S ENTIRE LIABILITY ARISING IN ANY MANNER OUT OF USER’S ACCESS TO OR USE OF THE SEI ACCESS MARKETPLACE, REGARDLESS OF THE FORM OR NATURE OF THE CLAIM, IS LIMITED TO REPERFORMANCE OF ANY ASPECT OF THE SERVICES THAT FAILED TO PERFORM IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THE LIMITATIONS CONTAINED IN THIS SECTION 9 ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER, AND SEI WOULD NOT PROVIDE THE SERVICES TO USER WITHOUT THEM.
10. General
- This Agreement sets forth the entire agreement between the parties with respect to the Services. SEI may revise this Agreement without prior notice to User and any use of the SEI Access Marketplace after such revisions constitutes User’s agreement to the Terms of Use as so revised.
- If a provision of this Agreement is declared to be invalid, the remaining provisions of this Agreement continue in full force and effect.
- A waiver by either party of a provision or right under this Agreement does not constitute a waiver of any other provision or right under this Agreement.
- Nothing in this Agreement will be construed to create a partnership, joint venture, or other similar relationship between the parties.
- The Services provided here under may be performed by SEI Investments Distribution Corporation and its Affiliates.
- SEI and its Affiliates may reference Firm and its Affiliates, if applicable, as a SEI client and user of the Services and may use their respective names and logos during the term for that purpose.
11. Termination
This Agreement will continue in full force and effect until the expiration or termination of the Firm’s program or other agreement or upon notice by SEI. Upon termination of the Firm’s program or other agreement, this Agreement will automatically terminate and be of no further force or effect.
Upon termination of this Agreement for any reason, the licenses granted by SEI herein end and Firm may no longer access, display or use the Services. SEI may retain Transaction Data and Your Data as required under applicable law and regulation and according to its data retention policies.
Sections 2 (Fees; Taxes), 3 (Proprietary Rights), 5 (Privacy), 7 (Indemnity), 9 (Limitations of Liability), 10 (General), 12 (Governing Law; Venue; Jury Waiver), and 13 (Definitions), together with all other provisions of this Agreement that may reasonably be interpreted or construed as surviving expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.
12. Governing Law; Venue; Jury Waiver
- This Agreement is governed by and construed in accordance with laws of the Commonwealth of Pennsylvania, without reference to its choice of law principles.
- The venue for any dispute will be in the state or federal courts in Montgomery County, Pennsylvania, except that: (i) a party may seek injunctive or other equitable relief in any state or federal court of competent jurisdiction for any actual or alleged infringement of any intellectual property or other proprietary rights; (ii) SEI may seek the payment of Fees in a state or federal court where the defendant resides or has assets.
- A PARTY IS ENTITLED TO ALL COSTS OF DEFENSE FROM THE OTHER PARTY, INCLUDING ATTORNEYS’ FEES, IT INCURS IN DISMISSING A CLAIM BECAUSE IT WAS FILED IN AN IMPROPER JURISDICTION OR VENUE.
- EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING FROM OR RELATING TO THIS AGREEMENT.
- “Affiliate” means a person or entity controlling, controlled by, or under common control with a party.
- “Claim” means a third-party claim or legal action or administrative proceeding of action.
- “Firm Parties” means Firm and its respective managers, agents, officers, directors, and employees.
- “Liabilities” means: (i) all damages, costs, and attorneys’ fees finally awarded against an indemnified party with respect to a Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by an indemnified party with the defense of the Claim (other than attorneys’ fees and costs incurred without the indemnifying party’s consent after it has accepted defense of such Claim); and (iii) all amounts that the indemnifying party agreed to pay to any third party in settlement of a Claim arising under Section 7 and settled by the indemnifying party or with the indemnified party’s approval.
- “Offering” means a Sponsor’s specific offer of securities for sale that is available on the SEI Access Marketplace and made available to you pursuant to this Agreement.
- “Offering Document” means a subscription agreement, or other similar purchase agreement, for an Offering by a Sponsor.
- “Offering Materials” means all written communications related to an Offering, including, as applicable, the private placement memorandum or offering circular, operating agreement, subscription agreement, executive summaries, advertising material, and all information contained in these documents provided or made available by Sponsor or via the Services.
- “Outside Information” means data about investors, potential investors, and financial representatives and other personally-identifiable information that SEI receives outside of this Agreement
- “Package” means an electronic submission of Transaction Data using the SEI Access Marketplace. A Package is consumed when a User sends Transaction Data to initiate a transaction in an Offering, regardless of whether the Transaction Data is received or whether recipients take action.
- “Services” means, collectively, all services that SEI provides under this Agreement, including access to and use of the materials and functionality contained within the SEI Access Marketplace.
- “Sponsor” means an investment sponsor or issuer of securities whose securities are available as Offerings on the SEI Access Marketplace.
- “Transaction Data” means all content, documents, and information, that a User enters or uploads to the SEI Access Marketplace in connection with investing in an Offering or such related data and information that User provides to SEI electronically or otherwise in connection with SEI’s performance of the Services. Transaction Data includes personally identifiable information, financial, and personal information for which the SEI Access Marketplace facilitates collection and transfer, and the documents on which that information may be conveyed. Transaction Data does not include SEI IP as defined in Section 3.