Before proceeding, please confirm that you have read and understood the Authorised User Terms.
Welcome to the Portfolio360™ by BlackRock site (the “Site”).
Your employer and/or, as relevant, the organization or principal that you represent or are using the Site on behalf of (the "Umbrella User") has previously agreed and accepted these Authorised User Terms through the execution of an access request form. The Umbrella User has requested that you have access to the Site as an “Authorised User” on its behalf.
BlackRock offers the user, on the Site (which can be accessed at
https://www.blackrock.com/portfolio-centre/en-gb/home/) a suite of portfolio construction tools (each a “Tool” and together, the “Tools”) to help give the user an improved understanding of their portfolio(s) and gain new perspectives on portfolio construction.
You also request that BlackRock provides you with access to generic model portfolios in Portfolio360™ and you accept these Additional Terms and Conditions in Annex I that will govern your access to, and use of, such model portfolios.
The following Authorised User Terms shall govern your access to the Site and your use of the Tools.
For Professional Clients / Qualified Investors
I. General
These Authorised User Terms govern your use of the Site and the Tools. By accessing and/or using a Tool or any data, comparisons, analysis, or general information received from a Tool (collectively,“Data”), you agree to accept these Authorised User Terms that apply to your use of the Tools and any Data and have consented to the collection, use and disclosure of your personal data as set out in the Privacy section referred to below. If you do not wish to be bound by these Authorised User Terms and if you are not a professional client/qualified investor (as defined under local regulations), please do not use the Tools or the Data and leave this webpage.
By confirming that you have read and understood these Authorised User Terms, you also:
(i) Agree that such information and acceptance will apply to any subsequent access to the Site and use of the Tools by you, and that all such subsequent access and use will be subject to the disclaimers, risk warnings and other information set out herein;
(ii) Agree that you are acting on behalf of, or for, the Umbrella User and not in your personal capacity;
(iii) Agree that you shall only access the Site from either your home jurisdiction or (if different) the home jurisdiction of the Umbrella User (each as notified to BlackRock by the Umbrella User on the access request form);
(iv) Confirm that you wish to be provided with access to information on products which are domiciled, registered or may be made available in the United Kingdom, Switzerland or one or more countries within the European Economic Area, even if such products are not registered in your home jurisdiction or (if different) the home jurisdiction of the Umbrella User; and
(v) Warrant that no other person will access the Site using the same logon as you.
II. Site Operators
If you access the Site from a location outside the European Economic Area, the operator of the Site shall be BlackRock Investment Management (UK) Limited.
If you access the Site from a location within the European Economic Area the operator of the Site shall be BlackRock (Netherlands) B.V..
BlackRock Investment Management (UK) Limited and BlackRock (Netherlands) B.V. together with their affiliates (collectively, “BlackRock”) provide the Tools for informational use only and do not provide any assurance that the Data shown in the Tools is actionable, current, complete, or achievable by you.The information in the Tools is subject to change. The information provided by the Tools does not constitute regulated investment advice and nor should it be regarded as such. BlackRock has not considered the suitability of any securities or products against your individual needs or circumstances or your risk tolerance and assumes no responsibility in connection therewith. This is not a recommendation to enter into any transaction or to engage in any potential strategy. This is also not an offer to sell or a solicitation of an offer to buy any securities or products described within, nor shall any securities or units be offered or sold to any person in any jurisdiction in which an offer, solicitation, purchase or sale would be unlawful under the securities laws of such jurisdiction.
III. Access Subject to Local Restrictions
Access to information displayed on the Site may be restricted to certain persons in certain countries. The Site or information contained or incorporated by reference has not been, and will not be submitted to, become approved/verified by, or registered with, any relevant government authorities under the local laws. The Site is not intended for and should not be accessed by persons located or resident in any jurisdiction where (by reason of that person's nationality, domicile, residence or otherwise) the publication or availability of the Site is prohibited or contrary to local law or regulation or would subject any BlackRock entity to any registration or licensing requirements in such jurisdiction. The information on the Site does not constitute either an offer to sell or a solicitation or an offer to purchase any securities in any jurisdiction in which this type of offer or solicitation is unlawful, or in which a person making such an offer or solicitation does not hold the necessary authorisation to do so, or at all. It is your responsibility to be aware of, to obtain all relevant regulatory approvals, licenses, verifications and/or registrations under, and to observe all applicable laws and regulations of any relevant jurisdiction in connection with your entrant to this Site.
IV. BlackRock Warranty Disclaimer and Limitation of Liability
The Tools and Data are not independently verified or confirmed by BlackRock and are provided on an “as is” and “as available” basis, without warranty of any kind, whether express or implied. To the fullest extent permissible by applicable law, BlackRock disclaims all warranties, including, but not limited to, any warranty of non-infringement of third-party rights and any implied warranties of merchantability and fitness for a particular purpose. The Tool is based on BlackRock’s internal information and information provided by third parties and BlackRock does not warrant, either expressly or impliedly, the timeliness, accuracy or completeness of the content contained in the Tools (including, without limitation, the Data) and does not warrant that the Data will be available, up-to-date, uninterrupted or error-free, that defects will be corrected, or that the Tools will be free of viruses or other harmful components. BlackRock expressly disclaims all responsibility or liability for errors and omissions in the content in the Tools and for the use or interpretation by any party of information contained in the Tools. In no event shall BlackRock have any liability for any claims, damages, obligations, liabilities or losses (whether arising in contract or tort) relating to the Tools including, without limitation, any liability for any direct, indirect, special, incidental, punitive and / or consequential damages (including loss of profits or principal) arising in connection with the Tools or the use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if foreseen by BlackRock, or BlackRock are advised of the possibility of such damages, losses or expenses. BlackRock does not limit or exclude liability for death or personal injury resulting from its negligence or where this would be prohibited by law (including, without limitation, any rules of any applicable regulatory authority). BlackRock shall have no liability for any data transmission errors or damage or alteration of any kind, including, but not limited to, any direct, indirect or consequential damage, arising out of the use of the services provided herein.
V. Additional Terms
Your use of the Tools and Data
BlackRock reserves the right to change, modify, update and amend the Tools or the Data at any time without notice. Users are advised to periodically review the contents of the Tools or the Data to be familiar with any modifications. By continuing to access and/or use the Tools after receiving notice of any updated version of the Authorised User Terms, you are deemed to have agreed to the updated version of the Authorised User Terms. In the event that you share any data or information with BlackRock, you acknowledge that you have all rights and consents necessary to provide such data or information and such data or information does not and will not infringe the intellectual property rights of any third party.
You may not attribute any of the Data, or any other investment portfolios or services you develop using the Tools (the “Resultant Information”), to BlackRock or iShares, in any third party or public communication. You agree to comply with each third party data provider’s own restrictions in connection with any redistribution or reproduction of the Resultant Information. Any such restrictions are in the “Important Information” section and the “Important notes” section contained with the Data.
You acknowledge and agree that it is your responsibility to keep secure and confidential any passwords you have created to access the Site and not to let such password(s) become public knowledge. If any password(s) become known by someone other than you, you must change those particular password(s) immediately by clicking the “forgot your password” icon on the logon page of the Site and following the steps.
The Data is being provided for informational purposes only and access to the Tools is being provided at the request of the Umbrella User, which access can be revoked by BlackRock in its sole discretion. Certain of the Data relies on inputs from you, assumptions, and / or information from BlackRock and third-parties. Changes in any of these inputs, assumptions or information could alter the Data. Reliance upon the Data is at the sole discretion and risk of the recipient. Any opinions expressed reflect views at the present date and are subject to change.
Disclosures and Acknowledgements relating to your use of the Tools and Data
BlackRock is unable, and does not purport, to give any legal, tax, regulatory or other advice and the information in the Tool should not be construed or relied upon as such. Applications to invest in any product referred to on the Site, must only be made on the basis of the offer document relating to the specific investment (e.g. prospectus, key investor information document, key investor document or other applicable terms and conditions). You should seek independent investment, legal and tax advice prior to taking any investment decision.
You agree and acknowledge that: (a) any past performance presented is not indicative of future results and that any performance information is subject to change; (b) any forward-looking statements are subject to numerous assumptions, risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future; (c) the price of any investments may go up or down and an investor may not get back the amount invested; (d) changes in the rates of exchange between currencies may cause the value of investments to diminish or increase; (e) none of the Data is intended to serve as the sole or primary basis for any investment decision by you and you are responsible for exercising independent analysis of any investment; and (f) unless specified otherwise, when providing Data, BlackRock is not providing tax, accounting, regulatory, legal, insurance or investment advice and you should seek independent advice prior to taking any investment decision.
Investment in any security, instrument or product mentioned in the Tools may not be suitable for all investors, and it is your responsibility to determine if the securities, instruments and products are suitable for you or any third party you act for. Investors should read the offering documents relating to the specific investments for further details including the risk factors before making an investment.
Intellectual Property Rights
Copyright, trademark and other forms of proprietary rights protect the contents of the Site. All contents are owned or controlled by BlackRock or the party credited as the provider of the content. Except as expressly provided herein, nothing in the Site should be considered as granting any licence or right under any copyright, patent or trademark or other intellectual property rights of BlackRock or any third party.
The use of the Tools and the Data is for your use as an Authorised User as a representative of the Umbrella User. As a user, you must not copy, store, edit, change, attempt to reverse-engineer, disassemble, prepare any derivative work of or alter in any way any of the Tools or software on the Site. You must not redeliver any of the pages, text, images, or content of the Site using "framing" or similar technology. Systematic retrieval of content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) or creating links to the Site is strictly prohibited. You acknowledge that you have no right to use the content of the Site in any other manner other than as permitted under these Authorised User Terms.
Breach or Potential Breach of the Authorised User Terms
In the event of a breach or a potential breach of any of these Authorised User Terms, you should stop accessing the Tools and Data and promptly notify BlackRock. In addition, you agree not to knowingly use the Tools in any manner that could damage, disable, overburden or impair the Site or interfere with any other party’s use of the Site.
Governing Law
These Authorised User Terms and your access to the Site and use of the Tools and the content contained therein are subject to English law and the jurisdiction of the English courts. If any provision of these Authorised User Terms in judicial proceedings is held illegal or unenforceable, such provision shall be severed and shall be inoperative, and the remainder of these terms and conditions shall remain operative, in full force and effect and binding on you.
VI. Privacy
Any Personal Information (defined as any information relating to an individual, which can be used either alone or with other sources of information to identify that individual) collected will be processed according to BlackRock’s BlackRock Client and Vendor Privacy Notice, which can be found here: https://www.blackrock.com/corporate/compliance/privacy-policy.
VII. Third Party Disclaimers
Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). BARCLAYS® is a trademark and service mark of Barclays Bank Plc (collectively with its affiliates, “Barclays”), used under license. Bloomberg or Bloomberg’s licensors, including Barclays, own all proprietary rights in the Bloomberg Barclays Indices. Neither Bloomberg nor Barclays approves or endorses this material or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith.
MSCI ESG Research LLC (“MSCI”), Bloomberg Index Services Limited (“Bloomberg”), Barclays Bank Plc (“Barclays”). The data is comprised of a custom index calculated by Bloomberg, Barclays and/or MSCI for, and as requested b, BlackRock. The data is for internal use only and may not be redistributed or used in connection with creating or offering any securities, financial products or indices. None of Bloomberg, Barclays, MSCI, nor any other third party involved in or related to compiling, computing or creating the data (the “Licensor Parties”) makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and the Licensor Parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to such data. Without limiting any of the foregoing, in no event shall any of the Licensor Parties have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). © LSE Group 2021. FTSE Russell is a trading name of certain of the LSE Group companies. “FTSE®” “Russell®”, “FTSE Russell®”, “MTS®”, “ICB®”, are trade marks of the relevant LSE Group companies and are used by any other LSE Group company under license. All rights in the FTSE Russell indexes or data vest in the relevant LSE Group company which owns the index or the data. Neither LSE Group nor its licensors accept any liability for any errors or omissions in the indexes or data and no party may rely on any indexes or data contained in this communication. No further distribution of data from the LSE Group is permitted without the relevant LSE Group company’s express written consent.The LSE Group does not promote, sponsor or endorse the content of this communication.
ICE Data Indices, LLC (“ICE Data”) used with permission. ICE DATA IS LICENSING THE ICE DATA INDICES AND ANY RELATED DATA "AS IS". ICE DATA MAKES NO WARRANTIES REGARDING SAME, DOES NOT GUARANTEE THE SUITABILITY, QUALITY, ACCURACY, TIMELINESS, AND/OR COMPLETENESS OF THE ICE DATA INDICES OR ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM, ASSUMES NO LIABILITY IN CONNECTION WITH THEIR USE, AND DOES NOT SPONSOR, ENDORSE, OR RECOMMEND [SUBSCRIBER], OR ANY OF ITS PRODUCTS OR SERVICES
Markit indices (the “data”) is the proprietary property of Markit North America, Inc., Markit Indices GmbH and its affiliates (“Markit”). Unless you are in possession of a valid license from Markit for access, use or distribution of the data, you may not, except as expressly permitted by such Markit license: (i) copy, share, sell, distribute or otherwise make the data available to any other party; or (ii) use the data contained herein in any other manner, including for any internal or external business purposes, except as expressly communicated to you in writing by the provider of this data. To obtain a license, please contact Markit.
The users of this data acknowledge and agree that no duty of care is owed to them or to any other person by Markit or any its third party data or service providers (“data providers”) and that use of data creates no lawyer-client or other relationship between the users or any other person and Markit or its data providers.
Where delivery of any data is by data provider or any other person, the provision of such data shall be the sole responsibility of such person. No data provider makes any representation or warranty as to any data, nor shall any data provider have any liability, duty or obligation for or relating to any data, or errors, inaccuracies, omissions or delays in the data or for any actions taken in reliance thereon. Each data provider shall be a third-party beneficiary of these and any other disclaimers provided in the Agreement or within the data, and shall have the right to enforce the same.
The data is provided on an “as is” basis. Neither Markit, its Affiliates nor any data provider makes any warranty, express or implied, as to the availability, accuracy, completeness or timeliness of the data nor as to the results to be obtained by users of the data nor as to the quality, performance or fitness for a particular purpose of the data. Neither Markit, its Affiliates nor any data provider shall in any way be liable to any user of the data for any inaccuracies, errors or omissions in the Markit data, regardless of cause, or for any damages (whether direct or indirect) resulting therefrom.
The opinions estimates or projections in the data do not reflect the opinions of Markit or its data providers. Markit has no obligation to update, modify or amend the data or to otherwise notify users in the event that any matter stated in the data, or any opinion, projection, forecast or estimate set forth herein, changes or subsequently becomes inaccurate.
Without limiting the foregoing, Markit, its Affiliates, or any data provider shall have no liability whatsoever, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damages (including indirect, incidental, special or consequential damages or lost profits) suffered by users of the data, including as a result of or in connection with any opinions, recommendations, forecasts, judgments, or any other conclusions, or any course of action determined, by users of the data or any other person, whether or not based on the data, content, information or materials contained herein and whether or not such losses or damages could have been foreseen or prevented
Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent.
MSCI information may only be used for your internal use, may not be reproduced or redisseminated in any form outside of this application and may not be used as a basis for or a component of any financial instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. All MSCI information is provided an “as is” basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the “MSCI Parties”) expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any of the MSCI Parties have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages. (www.msci.com)
©2021 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results
The S&P indices within this Tool (“Index”) is a product of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by BlackRock. Copyright © 20 21 S&P Dow Jones Indices LLC, a division of S&P Global, Inc., and/or its affiliates. All rights reserved. Redistribution or reproduction in whole or in part are prohibited without written permission of S&P Dow Jones Indices LLC. For more information on any of S&P Dow Jones Indices LLC’s indices please visit www.spdji.com. S&P® is a registered trademark of S&P Global and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.”
ANNEX I - ADDITIONAL TERMS AND CONDITIONS FOR USE OF BLACKROCK MODELS
These additional terms and conditions govern the use of BlackRock Models provided through the Site to your Authorised Users. These additional terms and conditions apply in addition to the Terms which govern your use of the Site. By accepting to receive the BlackRock Models through your inbox on the Site, you agree to be bound by these additional terms and conditions in connection with your receipt and use (including, for the avoidance of doubt, the use by your Authorised Users) of the BlackRock Models and MPS Materials (the “Additional Terms”). In the event of a conflict between these Additional Terms and the Terms, these Additional Terms shall prevail when the conflict relates to the provision or use of the BlackRock Models and MPS Materials.
Words defined in the Terms shall have the same meaning in these Additional Terms unless otherwise stated.
By agreeing to these Additional Terms, you confirm that:
- you will use the model portfolios developed by and received from BlackRock (“BlackRock Models”) only for your own internal investment strategies;
- you will not carry out any marketing or publicity in relation to the BlackRock Models or your use of the BlackRock Models;
- you are a “professional client” in the EEA; or a professional client equivalent outside the EEA (“Professional Client”); and
- in the event that you or your use of the BlackRock Models no longer meets the above criteria, you agree to inform BlackRock so that you can be provided with the appropriate form of contract. You also agree to cease using the BlackRock Models until the appropriate contract is put in place.
By agreeing to these Additional Terms, you hereby agree to provide BlackRock with:
- the annual attestation detailed in clause 13 below.
These Additional Terms are only suitable for Professional Clients that wish to use the BlackRock Models as guidance. Should you require investment advice or an investment management service, please email portfoliosupport@blackrock.com.
(1) BlackRock (as defined in clause 33 below) (the “Licensor”) grants you (the “Licensee”) a non-exclusive, non-transferable, royalty free licence to use the MPS Materials (as defined in Clause 33 below) provided by BlackRock to the Licensee for the Permitted Use (as defined below). The Licensee may use the MPS Materials as internal guidance data to assist the Licensee in considering asset allocations for its own internal investment strategies (the “Permitted Use”). Any other use of the MPS Materials is not permitted without the express prior written consent of the Licensor. Save for using the MPS Materials for the Permitted Use, the Licensee shall otherwise keep the MPS Materials confidential. For the avoidance of doubt, the Licensee acknowledges and agrees that it is not permitted to forward the MPS Materials or their content to any third party, including, but not limited to, End Investors (as defined in Clause 2 below), or to use any data from the MPS Materials in any investment strategy for any third party.
(2) It is the sole responsibility of the Licensee (and not BlackRock) to make an independent decision as to whether to use the BlackRock Models and to assess the risks of using the BlackRock Models and the associated risks. The Licensee shall not use or apply the BlackRock Models (including any rebalanced BlackRock Models) as part of any investment strategy for any for its clients, customers and other parties (together “End Investors”) unless the Licensee represents the investment strategies as its own investment strategies and provided that the Licensee will not attribute the investment strategies to BlackRock or refer to BlackRock in the marketing of its products or services that are based on BlackRock’s models.
(3) Neither the Licensor nor BlackRock provides any investment advice, recommendation (whether personal recommendation or otherwise) or investment management services under the Additional Terms to the Licensee or any other entity or person in relation to the BlackRock Models. The MPS Materials are not based on a consideration of any circumstance of the Licensee nor any third party. BlackRock will not be responsible for carrying out any suitability or other assessment on the Licensee or any third party.
(4) The Licensee acknowledges that the MPS Materials do not constitute an advertisement, an offer to sell or a solicitation of an offer to buy any securities of any BlackRock Products (as defined under Clause 33 below). The Licensee shall be responsible for ensuring that it is eligible to invest in any particular investment (comprised in a Model) under applicable financial promotion and other applicable securities laws and regulations. If the Licensee uses the BlackRock Models in its investment strategy, it shall also ensure that any particular investment (comprised in a BlackRock Model) can be included in its investment strategy under applicable financial promotion and other applicable securities laws and regulations.
(5) The Licensee acknowledges and agrees that the MPS Materials are provided “as-is”, without any warranty, representation, undertaking, term or condition of any kind, express or implied, and the Licensor expressly disclaims all warranties, representations, undertakings, terms and conditions, whether express or implied, with respect to the MPS Materials, including any warranty of satisfactory quality, suitability or fitness for a particular purpose, or that the BlackRock Models will produce any particular investment outcome for the Licensee or any other entity or person.
(6) Any information provided by the Licensor in connection with the MPS Materials may be based on a variety of sources, including data on third party indices received from third party sources which may provide the data “as-is”. While the information is believed to be reliable, the accuracy of any information or sources cannot be guaranteed.
(7) The BlackRock Models may be based on third party indices and data, in particular if the BlackRock Models comprise asset allocations into index tracking products (including but not limited to the iShares exchange traded products and index mutual funds). BlackRock cannot, and does not purport to, sub-licence to the Licensee such third party indices and data. It is the responsibility of the Licensee to obtain any relevant licences from third party index and data providers to enable the Licensee to use the MPS Materials in the way intended by the Licensee.
(8) It is the Licensee’s responsibility to check that the BlackRock Models produce, or will produce, the desired results and that the BlackRock Models meet, and will continue to meet, the objectives for which the Licensee intends to use the BlackRock Models. The Licensee acknowledges and agrees that any past performance, or simulated performance, contained in any of the MPS Materials is not indicative of future results and that such information is subject to change.
(9) It is the responsibility of the Licensee, not BlackRock, to determine whether to update or rebalance its own investment strategies or portfolio. Notwithstanding the above, the Licensor shall be under no obligation to update or rebalance the BlackRock Models or the MPS Materials and the Licensor may cease to maintain or rebalance any Model at its absolute discretion without providing any notice or reason thereof although BlackRock will use reasonable endeavours to provide prior notice where it is practicable to do so.
(10) The Licensee acknowledges and agrees that: (i) it shall not carry out any marketing or publicity in relation to the BlackRock Models or its use of the MPS Materials from BlackRock, including not using any BlackRock or iShares trademark or logo in connection with that, and (ii) it shall not use the MPS Materials in a way that suggests that BlackRock has sponsored or endorsed any strategy, product or service developed or provided by the Licensee. The Licensee acknowledges and agrees that BlackRock® and iShares® are registered trademarks of BlackRock.
(11) The Licensee acknowledges and agrees that: (i) BlackRock is not providing the BlackRock Models as “Benchmark” or “Input Data” as defined in the Regulation 2016/1011 of the European Parliament and of the Council as amended or suspended from time to time or the applicable corresponding regulation in the United Kingdom; and (ii) the Licensee agrees not to use the Models as “Benchmark” or “Input Data”.
(12) The Licensee acknowledges and agrees that it will comply with all applicable laws, rules and regulations in its use of the MPS Materials.
(13) The Licensee hereby agrees to provide the Licensor with an annual attestation from an authorised employee, upon request by the Licensor, confirming that the Licensee has not carried out any marketing in relation to the Models, or which references the MPS Materials, any BlackRock intellectual property or BlackRock. The Licensee hereby acknowledges and agrees that failure to provide the Licensor with the annual attestation when requested will be a breach of these Additional Terms and will constitute immediate grounds for termination of these Additional Terms pursuant to Clause 19 below.
(14) In consideration for the Licensor making the Models available to the Licensee, the Licensee agrees:
(i) To the extent that the Licensee uses a BlackRock Model, the Licensee will implement the BlackRock Model using only BlackRock Products, where available, save where prohibited by applicable laws or the Licensee’s fiduciary duties; and
(ii) The Licensee acknowledges and agrees that, in making the BlackRock Models available to the Licensee, the Licensor may provide information and disclosures to the Licensee via a durable medium.
(15) Subject to applicable laws, rules and regulations, the Licensor and BlackRock shall not be liable (whether under contract, tort, breach of statutory duty, equity or otherwise) for: (a) the performance of the BlackRock Models or any of their constituents under these Additional Terms, (b) any loss or diminution in value of any investments, (c) any loss of data, profits, business, anticipated savings or goodwill, (d) any indirect, consequential or special loss, (e) any loss arising out of the Licensee's (or any End Investor’s) use, non-use or inability to use any or all of the MPS Materials in any way, (f) any loss relating to the implementation of the BlackRock Models and/or any investment, advisory, trading or other activities engaged in by the Licensee (or any End Investor), and (g) any disclosure by the Licensee of the MPS Materials to any other entity or person. Neither BlackRock or the Licensor limits their liability to the other party in respect of fraud, death or personal injury arising from its own negligence. BlackRock is not responsible under these Additional Terms for the performance of the BlackRock Models, any BlackRock Products or any other financial instruments contained in the BlackRock Models.
(16) The Licensee acknowledges and agrees that the exclusions under these Additional Terms reflect the fact that: (i) the BlackRock Models are being provided without charge; (ii) the Licensee has the discretion to determine whether to use the BlackRock Models; (iii) the Licensor does not carry insurance in relation to losses excluded by these Additional Terms; and (iv) the Licensee has accepted the provisions of this clause of its own volition after careful consideration.
(17) The Licensee acknowledges and agrees that the indemnity given by the Licensee under Clause 11 (Indemnity) of the Terms shall also apply to any third party claims brought against BlackRock (for the benefit of itself and the Licensor) arising from the Licensee’s use of the MPS Materials being in breach of these Additional Terms (save to the extent such losses or claims arise out of the fraud of BlackRock), including but not limited to claims from any End Investor or claims from any other entity or person to whom the Licensee provides any of the MPS Materials or applies the BlackRock Models (including any rebalanced BlackRock Models) as part of any investment strategy for such persons, in contravention of these Additional Terms. Any such losses incurred by BlackRock will be deemed to be the losses of the Licensor and the Licensor will be entitled to indemnification under Clause 11 (Indemnity) of the Terms and may bring a claim under the indemnity under this clause on behalf of itself and/or BlackRock.
(18) If any of the MPS Materials are provided via electronic communication, it is the Licensee’s responsibility to screen the materials for viruses on receipt. The Licensor accepts no liability for any viruses passed onto the Licensee.
(19) The Licensee may request that the Licensor ceases to provide any updated BlackRock Models or MPS Materials to the Licensee and terminate these Additional Terms by 30 days’ prior written notice to the Licensor. The Licensor may terminate these Additional Terms upon 30 days’ prior written notice to the Licensee. The Licensor may also terminate these Additional Terms with immediate effect if the Licensee breaches any of the terms of these Additional Terms, goes into receivership, administration or liquidation, becomes insolvent or unable to pay its debts, or ceases to carry on business or to hold a valid authorisation. Upon termination, all rights granted to the Licensee shall revert to the Licensor and the Licensee shall destroy and refrain from further use of, or reference to, any MPS Materials. Notwithstanding the above, in the event that the Licensee remains invested in accordance with the BlackRock Models or any employee, contractor, officer, representative, delegate or agent of the Licensee holds any materials relating to the BlackRock Models after termination, these terms shall survive termination and shall continue to apply to the use of such BlackRock Models and materials.
(20) BlackRock:
(i) reserves the right, at its sole discretion, to amend these Additional Terms by giving one month’s prior written notice (including notice via e-mail or via the Site) of amendments to these Additional Terms to the Licensee; and
(ii) may amend these Additional Terms in order to comply with, or make these Additional Terms consistent with any legal, regulatory or market practice requirements or changes (as and when implemented by national legislation to which BlackRock or any of its Affiliates may be subject in providing the BlackRock Models, by providing written notice to the Licensee of such amendment.
(21) All intellectual property rights relating to the MPS Materials shall remain exclusively with the BlackRock Group. The Licensee acknowledges and agrees that it has no right to sell, reproduce, display or licence any MPS Materials in whole or in part except as explicitly provided under these Additional Terms.
(22) The Licensee shall notify the Licensor promptly following discovery of any unauthorised use or disclosure of the MPS Materials and will cooperate with the Licensor in every reasonable way to prevent any further unauthorised use or disclosure of the MPS Materials as well as take such steps as the Licensor may reasonably require in order to remedy or mitigate the effects of such breach.
(23) The Licensee acknowledges and agrees that the use or disclosure of the MPS Materials in any manner inconsistent with these Additional Terms may cause the Licensor and BlackRock irreparable damage (including to its business, reputation and in respect of regulators) and that monetary damages may not be a sufficient remedy for unauthorised disclosure of the MPS Materials. Accordingly, the Licensee agrees that the Licensor will be entitled, without waiving any of its other rights or remedies, to seek specific performance of the Licensee’s obligations and to seek injunctive and other equitable relief in addition to any other remedy to which it may be entitled at law or in equity.
(24) These Additional Terms constitute the entire agreement between the parties in relation to the provision and use of BlackRock Models through the site. No waiver of any term shall be effective unless signed in writing by the waiving party. No failure or delay in exercising any right or remedy hereunder shall operate as a waiver thereof.
(25) By agreeing to receive BlackRock Models through the Site, the Licensee represents that: (i) it has full power, authority and capacity to enter into these Additional Terms; (ii) these Additional Terms constitute legal, valid and binding obligations of the Licensee; (iii) the Permitted Use is not inconsistent with its governing documents or applicable law; (iv) it has read and understood the terms of these Additional Terms; and (iv) it has obtained and will maintain all relevant licences in relation to the Permitted Use.
(26) The parties do not intend by these Additional Terms to create any agency, partnership, or joint venture relationship. Neither party will incur any liability or obligation on behalf of the other party.
(27) In the event that any of the terms of these Additional Terms is held invalid or unenforceable by a court of competent jurisdiction, it shall be deleted and the remaining provisions shall continue in full force and effect and, if necessary, be so amended as to give effect to the spirit of these Additional Terms.
(28) Except as expressly provided in these Additional Terms, a person who is not a party to these Additional Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
(29) These Additional Terms and any dispute or claim in connection with these Additional Terms or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and the parties agree to submit to the jurisdiction of the English courts.
(30) Should the Licensee or BlackRock terminate the Terms, these Additional Terms shall also be deemed terminated. These Additional Terms shall cease to be in effect at the same time as the Terms cease to apply. Should the Licensor and the Licensee enter into separate terms applicable to the use of some or all of the BlackRock Models, such terms will override these Additional Terms (to the extent that they conflict) in relation to the applicable BlackRock Models. For the avoidance of doubt, any termination or override of these Additional Terms shall not cause a termination of the rest of the Terms, unless the rest of the Terms are separately terminated in accordance with the termination provisions that apply to those Terms. Any termination under this Clause 30 shall not affect any legal rights or obligations which may have already arisen under either the Terms or the Additional Terms, or any provision of the Terms or the Additional Terms, which is intended to survive termination.
(31) To the extent that: (i) you are a MiFID Firm; and (ii) BlackRock provides to you any MPS Materials and any ancillary non-monetary benefit (“Non-Monetary Benefit”), you acknowledge that it is your responsibility to ensure that you can receive such Non-Monetary Benefit under applicable laws and regulations. You hereby represent and warrant to the Licensor each time you receive such Non-Monetary Benefit, that you are entitled to receive such Non-Monetary Benefit as a minor Non-Monetary Benefit in accordance with all applicable laws and regulatory requirements. If you are not able to receive such Non-Monetary Benefit, please return it to BlackRock and notify BlackRock immediately so that we can cease sending you any additional MPS Materials. If, for any reason and at any time, you receive Non-Monetary Benefit, and are not entitled to do so, you hereby agree to notify the Licensor immediately in writing.
(32) The Licensee acknowledges and agrees that it is the Licensee’s obligation to ensure that it can continue to accept the BlackRock Models under these Additional Terms in accordance with MIFID. The Licensee will immediately notify BlackRock if the Licensee is no longer able to accept the BlackRock Models pursuant to MIFID or any other applicable regulation or law.
(33) Interpretation:
(a) “BlackRock” means BlackRock Investment Management (UK) Limited where the Company is located outside of the European Economic Area or BlackRock (Netherlands) B.V. where the Company is located in the European Economic Area.
(b) “BlackRock Products” means any collective investment scheme (including any sub-funds) and/or any other products developed, issued, listed, managed, advised and/or operated by the BlackRock Group.
(c) “MPS Materials” means the BlackRock Models together with any brochure, fact sheet, commentary and any other document relating to the BlackRock Models developed by Licensor or provided by the Licensor to the Licensee for the purposes of: (a) aiding the Licensee’s understanding of the composition and construction methodology of the BlackRock Models; and (b) providing updates to the composition of the respective BlackRock Models.
