I. General.
Read these terms and conditions (this “Agreement”) carefully before accessing this site or application, as applicable (the “Site”), and/or using the models, tools, and services described herein. The Site is sponsored and made available by BlackRock Investment Management, LLC (“BIM”), an investment adviser registered with the Securities and Exchange Commission (the “SEC”). By utilizing the Site, you in your individual capacity, and, as applicable and appropriate, the advisory firm with which you are affiliated (collectively, “you”) acknowledge that you have read this Agreement and that you agree to be bound by it. The Site provides information, data, content, models, model portfolios, tools, software, products, reports, services, user interfaces, visual interfaces, text, charts, graphs, graphics, links, documents, or other materials, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content (collectively, “Content”), subject to the restrictions set forth in this Agreement. If you do not agree to all the terms and conditions of this Agreement, you are not an authorized user of these services and you should not use the Site. As used herein, “BlackRock,” “we,” or “us” refers to BIM, together with its affiliates.
BlackRock reserves the right to change, modify, add or remove portions of this Agreement or Content on the Site at any time for any reason. We suggest that you review this Agreement and the Site periodically for changes. Such changes shall be effective immediately upon posting. You acknowledge that by accessing the Site after we have posted changes to this Agreement, you are agreeing to this Agreement, as modified. We reserve the right to refuse to provide our products and services to anyone at any time. All persons and entities accessing the Site do so on their own initiative and are responsible for compliance with applicable local laws and regulations.
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING THE SITE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY RESERVATIONS, MODIFICATIONS, ADDITIONS, OR DELETIONS. YOU MAY BE DENIED ACCESS TO THE SITE, WITH OR WITHOUT PRIOR NOTICE TO YOU, IF YOU DO NOT COMPLY WITH ANY PROVISION OF THIS AGREEMENT.
By accessing this Site, you represent that you are a financial advisor (i) associated with and under the supervision of a registered investment adviser (“RIA”) that has contracted with BIM or its affiliate for the use of implementation services pursuant to a Model Implementation Services Agreement (the “Model Implementation Services Agreement”) and (ii) have been identified by such RIA as an authorized Access Person, as defined and required in the Model Implementation Services Agreement. You represent that you are acting as a fiduciary on behalf of certain clients of the RIA for which the RIA serves an investment adviser with investment discretion pursuant to the terms of an investment advisory agreement between the RIA and the client (each, a “Client”).
Nothing contained on the Site constitutes tax, accounting, regulatory, legal, or insurance advice. Neither any Content, nor any opinion, contained on the Site constitutes a solicitation or offer by BlackRock to buy or sell any securities, futures, options or other financial instruments, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. Decisions and recommendations based on Content contained on the Site are your sole responsibility.
II. Site Functionality and Responsibilities.
A. Site Functionality.. The Site will, among other things, allow you to (a) view certain non-individualized , non-discretionary model portfolios (the “Model Portfolios”), each comprised of a list of securities and their quantities, which may include securities of funds managed by BlackRock (“BlackRock Funds”), that are created and maintained for the RIA pursuant to a separate agreement between BlackRock and the RIA; (b) upload the portfolio holdings of your Clients’ accounts to be viewed on the Portal; and (c) select a Model Portfolio to be associated with a Client account(together, the “Portal Services”). In addition, the Site will allow you to arrange for BlackRock to provide discretionary management over one or more of your Client accounts in a manner consistent with the risk and return characteristics of a Model Portfolio that you have selected for the Client account pursuant to the terms of the Model Implementation Services Agreement (the “Implementation Services”).
B. Responsibilities. BlackRock shall have no obligations or responsibilities with respect to determining the appropriateness or suitability of any Model Portfolio or any of the securities included therein for any specific Client. It shall be your sole responsibility, and not BlackRock’s responsibility, to: (a) make recommendations or determinations as to which Model Portfolio is suitable for and/or in the best interest of your Client; (b) determine whether it is appropriate to share with any Client any Content derived from, generated by, or exported from the Site, and (c) determine whether it is suitable and in the best interest of your Client to obtain Implementation Services from BlackRock with respect to such Client’s account.
The Site may contain data or information (“Third-Party Content”) provided by third parties (“Third-Party Providers”). BlackRock shall have no obligations or responsibilities with respect to any Third-Party Content or Third-Party Providers.
You acknowledge and agree that, except as expressly provided in the Model Implementation Services Agreement between BlackRock and the RIA with which you are associated, BlackRock shall have no obligations or responsibilities with respect to the provision of advice or the offer or recommendation of any securities or transactions to any of your Clients. With respect to your use of the Site and/or your use of any Content derived from, generated by, or exported from the Site in connection with the Portal Services, you acknowledge and agree that any investment advice or recommendation provided by BlackRock to you is non-discretionary and, unless the Model Implementation Services Agreement is in effect with respect to a particular Client account, BlackRock has no authority to make investment decisions or execute trades on behalf of your Client’s account. In connection with the Portal Services, BlackRock is not (a) providing investment advice or making any recommendations, including to buy or sell any specific securities, to any Client, including with respect to the use of any securities that are included in a Model Portfolio; (b) soliciting the sale or purchase of any securities to any Client; (c) undertaking to provide individualized or personalized investment advice to any Client; (d) acting in an investment advisory, fiduciary, or quasi-fiduciary capacity to any Client, including under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Securities Exchange Act of 1934, as amended, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or other applicable laws, rules or regulations; or (e) providing investment advice or making any recommendations with respect to any Third-Party Content.
It is your sole responsibility to provide investment advice or recommendations to your Clients and to comply with any applicable regulatory requirements associated with making any investment recommendations or determinations as to the securities to be bought and sold for any account of a Client using the Model Portfolios or other Content generated or exported from the Site. In connection with the use of the Portal Services, none of the information, tools, or Model Portfolios contained on the Site are intended to serve as the sole or primary basis for an investment decision by you or your Client.
Regardless of whether BlackRock is providing any investment advice or managing any accounts of your Clients pursuant to the Model Implementation Services Agreement, by using this Site you represent and agree that you will manage each Client’s account: (i) in accordance with any agreements between you and the Client; and (ii) in compliance with all applicable, laws, rules and regulations. BlackRock will have no obligation to supervise or monitor any advice or other services provided by you to Clients. In addition, regardless of whether the Model Implementation Services Agreement is in effect with respect to a particular Client account, you acknowledge and agree that BlackRock does not provide tax advice, and proper tax treatment of transactions, including wash sales, should be provided by your Client’s independent tax advisor. You further acknowledge and agree that if the Model Implementation Services Agreement is in effect with respect to a particular Client account, BlackRock may trade a Client account based on information maintained by the RIA or the applicable custodian. Although the information is believed to be reliable, BlackRock cannot guarantee its accuracy. In addition, BlackRock cannot be responsible for the actions of other managers or actions by your Client that may cause such Client to be disallowed the loss on the sale of a particular security in its account. You acknowledge that there may be certain tax reporting and filings required by the RIA or a Client in connection with transactions undertaken by BIM and agrees that BlackRock has no responsibility with respect to any such reporting and filings, including determining whether any such reporting and filings are needed.
In connection with your receipt and use of any Model Portfolios or other Content contained on the Site, you hereby agree that, unless: (i) the RIA with which you are associated has executed the Model Implementation Services Agreement with BIM or its affiliate; and (ii) the Model Implementation Services Agreement is in effect with respect to a particular Client account, you will not state or imply to any party, including but not limited to your employees, financial professionals, representatives, and any and all Clients and/or your representatives and agents, that BlackRock: (a) is providing, or is responsible for providing, investment advice or recommendations to any actual or prospective Client; (b) has made any investment decision, or endorsed any investment decision or recommendation, including to buy or sell any specific securities, made by you or any of your representatives or agents, for any Client; (c) has made any recommendation or has in any way endorsed any Third-Party Content or Third-Party Provider; or (d) has any relationship with or obligation to any Client.
To the extent that your activity on the Site or your Client is subject to ERISA or the Code, you acknowledge and agree that you will not be eligible to use any Portal Services or Implementation Services with respect to the Site. In addition, you acknowledge and agree that BlackRock is not acting as a fiduciary as defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code or an investment manager as defined in Section 3(38) of ERISA to you or the Client. If the Client is subject to ERISA or Section 4975 of the Code, you acknowledge and agree that (i) you are a fiduciary as defined in Section 3(21) of ERISA and an investment manager as defined in Section 3(38) of ERISA with respect to the Client, and you retain full discretionary authority over the decision to utilize the Site, to make investment decisions based on any Content derived from, generated by, or exported from the Site, and to make all other investment decisions on behalf of the Client; (ii) neither you, nor any Client, is under any obligation to buy or sell any investment based on any Content contained on the Site or provided by BlackRock in connection with the Site; (iii) in making investment decisions on behalf of the Client, you are using your professional expertise and are considering a range of investment options and are evaluating investment options based on the information available to you (including information which is not made available to BlackRock or input on the Site); and (iv) you are not relying on any Content contained on the Site or provided by BlackRock in connection with the Site as a primary basis for your decision to buy, sell, or avoid any investment on behalf of a Client.
Certain brochures, fact sheets, or other informational materials relating to the Portal Services and/or Implementation Services (collectively, “Informational Materials”) may be made available on the Site to: (a) aid you understanding of the Model Portfolios’ composition and construction methodology; (b) aid you in the selection of the Model Portfolio most appropriate for a Client of yours; and (c) aid you in discussions with your Clients about the BlackRock Funds included in the Model Portfolios. In connection with your use of the Site, you intend to utilize the Informational Materials for your own purposes and, subject to the restrictions contained in this Agreement, for onward distribution to your Clients. Any information provided by BlackRock in connection with the Model Portfolios may be based on a variety of sources. While the information is believed to be reliable, the accuracy of any information or source cannot be guaranteed. You acknowledge that any past or projected performance shown on the Site is not indicative of future results and that information presented on the Site is subject to change. The Informational Materials provided on the Site are shown for informational purposes only and are not intended to be relied upon as a forecast or research. You acknowledge that any Content provided by BlackRock in connection with the Site may be based on a variety of sources. You acknowledge that BlackRock has not been involved in and provides no oversight or review of any Third-Party Provider with respect to, the selection, generation, calculation, or presentation of Third-Party Content and does not explicitly or implicitly endorse or approve any Third-Party Content or Third-Party Provider. Third-Party Content is provided for informational purposes only and should not be considered investment advice.
BlackRock does not assure that any CONTENT it provides in connection with the Site is accurate, current, complete, or guaranteed and it should not be relied upon as such. Any opinions expressed on the Site may change as subsequent conditions vary. You acknowledge that any past performance shown on the Site is not indicative of future results and that any performance information presented on the Site is subject to change.
All investments involve risk and may lose value. The value of an investment can go down depending upon market conditions and an investor may lose some or all of the amount invested. ETFs face market trading risks, in addition to other risks, and their shares may trade at a premium or discount to net asset value. Fixed income investments are subject to risks including interest rate, credit, market, and issuer risk. Currency exchange rates may cause the value of an investment to go up or down. Alternative strategies involve higher risks than traditional investments, may not be tax efficient, and have higher fees than traditional investments; they may also be highly leveraged and engage in speculative investment techniques, which can magnify the potential for investment loss or gain. Model performance does not reflect the results of actual trading and may not reflect the impact that material economic and market factors might have had on decision-making by BlackRock or a Third-Party Provider if actually managing a client’s money. The investments made by the investment funds and other products included in any Model Portfolio were not made in the context of a single investment program with coordinated objectives, guidelines, and restrictions. Accordingly, there can be no assurance that an investment in the investment funds or products included in any model portfolio would produce the results indicated. BEFORE PURCHASING THE SHARES OF ANY INVESTMENT FUND, READ THE APPLICABLE PROSPECTUS OR OFFERING MATERIALS.
III. Authorized Users.
A. Age requirement; authority. You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement; (ii) you are an appropriately licensed representative of an RIA in good standing and have been identified by such RIA as an authorized Access Person (as such term is defined in the Model Implementation Services Agreement); and (iii) you are at least 18 years old. If you do not agree to, or cannot comply with, any of these terms and conditions of this Agreement, you may not attempt to access or use the Site.
B. Registration. This Site is protected by passwords and requires a login. It is restricted to authorized users only. You shall be the only authorized user of the Site under this Agreement. You shall be responsible for the confidentiality and use of your access identification, security password, and, if issued to you for purposes of trade placement, your code identification, as well as any other security information (collectively, “Security Information”). You understand that you shall be solely responsible for all order requests and information (and the use of the information) transmitted through the Site using your Security Information. We are not obligated to inquire as to the authority or accuracy of, and will not be liable for any loss, expense or other liability arising out of, instructions and information transmitted through the Site using your Security Information. You expressly agree that the use of the Site, including the transmission and storage of any information through such use of the Site, is at your sole risk and responsibility. Notify BlackRock immediately if you become aware of any disclosure, loss, theft, or unauthorized use of your Security Information.
C. Personal Information. As a financial advisor, you understand and expressly agree that if you choose to share personal information, which may include the name, social security number, address, email address or other identifiable characteristics of an individual, which may be used alone or with other sources of information to identify that individual (“Personal Information”) regarding a Client, you are responsible for gaining permission to enter such Personal Information, and that you are also solely responsible for the accuracy of all such Client Personal Information or other information you voluntarily share. BlackRock disclaims any and all liability for inaccurate information, or improper information regarding third parties or such Clients.
i. BlackRock does not require or use any Personal Information about your Clients, other than as expressly provided by a Model Implementation Services Agreement, if any, between BlackRock and the RIA with which you are associated. For your convenience, the Site may retain portfolios uploaded by you so they may be accessed on a recurring basis, and, we allow you to save certain configurations that you have entered into the Site for ease of retrieval. You understand and agree that you are not required to provide, and BlackRock does not recommend that you provide, any Personal Information about your Client(s) other than as required by separate agreement. BlackRock recommends that you use non-identifiable labels, rather than your Client’s Personal Information, for these purposes to the extent possible. In the event you choose to disregard our recommendations and elect to use Personal Information of a Client to save such configurations, to the extent permitted under applicable law, we take no responsibility for any unauthorized use or disclosure of such information. Additionally, should you choose to insert the name or other Personal Information of any Client on any information, analysis, or report derived from, generated by or exported from the Site by you, you agree not to send any such report to BlackRock (whether in connection with a technical support request or for any other reason).
ii. You and we both agree to comply with our own respective obligations under applicable privacy and data protection legislation.
iii. Please review BlackRock’s Privacy Policy (https://www.blackrock.com/corporate/compliance/privacy-policy), which is a part of this Agreement and hereby incorporated by reference, to learn about our information collection practices and the measures we take to preserve the privacy and security of your information, including Personal Information.
IV. License to Use the Site.
A. Grant of license. BlackRock grants to you a limited, non-exclusive, non-transferable license (revocable in whole or part at any time and for any reason at the sole discretion of BlackRock) to access and use the Site to access the Content contained therein in accordance with the terms and conditions set forth in this Agreement. BlackRock reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. Any use of the Site not specifically permitted under this agreement is strictly prohibited.
B. Restrictions. You agree that you will not: (i) reproduce, transmit, display or distribute copyrighted material in any medium or via any method without BlackRock’s express written permission; (ii) copy, store, edit, change, prepare any derivative work of or alter in any way any of the Content provided on the Site; (iii) use the Site in any way that violates the terms of this Agreement or applicable law; (iv) access or use the Site from any location outside the United States or in respect of any Client that is not a citizen or lawful permanent resident of the United States, (v) reverse engineer, decompile or disassemble any portion of the Site, (vi) interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available in any manner that could damage, disable, overburden or impair the Site or interfere with any other party’s use and enjoyment of the Site, (vii) create a database by systematically downloading and storing Content from the Site, (viii) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Content on the Site or reproduce or circumvent the navigational structure or presentation of the Site, or (ix) either (a) include the term "BlackRock," or any BlackRock trademark or executive's name, or any variation of the foregoing, as a meta-tag, hidden textual element, or (b) use the Site or the Content in any manner that could create an impression of affiliation, sponsorship or endorsement with or by BlackRock. You will not sublicense, assign, or transfer the license or any other rights granted to you under this Agreement, including any member name, account, or password. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is null and void and will expose you to a claim for damages.
C. Other Restrictions. You agree that you will not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity, including that you will not state, suggest or imply to any person or entity that you are affiliated with BlackRock; (b) engage in spamming, flooding, harvesting of email addresses or other personal information, spidering, screen scraping, database scraping, using any robot, intelligent agent, other automated device or manual process, or any other activity with the purpose of searching, monitoring or copying the Site or obtaining reports, data, information, content, software, products, services, lists of users or any other information, including specifically, loan and property listings available through the Site; (c) send chain letters or pyramid schemes via the Site; or (d) attempt to gain unauthorized access to other computer systems through the Site. You agree that you will not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.
V. Intellectual Property Rights.
A. General. As between you and BlackRock, BlackRock and its licensors exclusively own all rights, title, and interest in the intellectual property rights embodied by, or contained in, the Content provided on the Site. All title and intellectual property rights in and to any licensed Content provided on the Site is the property of the respective Content owners and may be protected by applicable copyright, patent, trademark, trade dress or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties. Accordingly, you may not copy, distribute, modify, post, frame or deep link the Site, including any text, graphics, video, audio, software code, user interface design or logos. You may download material displayed on the Site provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the Content of the Site other than strictly for the purposes of your provision of professional services for which you have any required licenses, as contemplated by this Agreement. Except as otherwise provided, access to the Site should not be construed as a license to use the intellectual property rights in and to the Content provided on the Site. You do not acquire any ownership or other rights to any Content accessed or viewed through the Site. The posting of Content on the Site does not constitute a waiver of any right in such information and materials. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without the written permission of BlackRock. Your use of the trademarks displayed on the Site, or any other Content on the Site, except as expressly permitted herein, is strictly prohibited. Images displayed on the Site are either the property of, or used with permission by, BlackRock. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by BlackRock. Any unauthorized use of images or other content on the Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. If you download any information from the Site, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.
B. Copyright Infringement Notification. BlackRock is committed to complying with U.S. copyright law and to responding to claims of copyright infringement. BlackRock will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c) ("DMCA").
Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider's Designated Agent. Notification must be submitted to the following Designated Agent for the Site in the manner described below:
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By Mail: |
Head, Intellectual Property, Legal & Compliance, BlackRock” with the address 50 Hudson Yards, New York, NY 10001 |
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By Email: |
For your complaint to be valid under the DMCA, you must provide all of the following information when providing notice of the claimed copyright infringement:
i) A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
ii) Identification of the copyrighted work claimed to have been infringed;
iii) Identification of the material that is claimed to be infringing or to be the subject of the infringing activity, and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit BlackRock to locate the material;
iv) Information reasonably sufficient to permit BlackRock to contact the copyright owner, such as an address, telephone number, and, if available, an electronic mail address;
v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
For more details on the information required for valid notification, see subsection (c)(3) under the DMCA 17 U.S.C. 512(c)(3).
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorney’s fees.
C. Submissions or Other Information. If you submit to us, provide as input, or post on the Site any data, information, testimonial, comment, review, suggestion, idea, or any copyright, work of authorship, patent, trademark (including without limitation your firm logo), trade secret or other proprietary rights in and to such submissions (collectively a “Submission”), such Submission will not be confidential or secret, and may be used by us in any manner. Please do not submit or send any Submission to us that you consider contains confidential or proprietary information. We do not pre-screen Submissions and we will have no obligation to read any particular submission submitted or sent to us. By submitting or sending a Submission to us, you: (i) represent and warrant that the Submission is original to you and you have all rights and consents necessary to provide the Submission, that no other party has any intellectual property or other rights thereto, and that any “moral rights” in such Submission have been waived, and (ii) grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-terminable, non-exclusive and fully transferable, assignable and sub-licensable right and license to develop, use, reproduce, publish, distribute, display, translate, summarize, modify, adapt, store, and otherwise exploit such Submission (in whole or part) for any purpose, including to incorporate it in other works in any form, media, or technology now known or later developed, in our sole discretion, with or without your name. The foregoing license shall survive any termination of your use of the Site. BlackRock will retain ownership of all information and data generated by or entered into the Site including as pertains to your use thereof. This data may be aggregated or processed with other data, and it may not be possible to discretely delete the data provided by you. However, BlackRock does not have any present intention to sell or otherwise make available to third parties for financial benefit any such information or data that you provide through the Site to any third parties, and we will update this Agreement prior to doing so in order for you to evaluate whether you wish to continue providing information to us following any such change in our practices. You may provide to BlackRock, suggestions, comments or other feedback with respect to the Site. You agree that all feedback is and shall be given entirely voluntarily. BlackRock shall be free to use any feedback provided to it, without obligation or restriction of any kind on account of intellectual property rights or otherwise.
VI. Third-Party Data or Information.
A. You acknowledge that certain Third-Party Content is provided by Third-Party Data Providers. You acknowledge that certain Third-Party Data Providers may have rights in the Third-Party Content forming part of or comprising the Site and agree to comply with any restriction or condition imposed by Third-Party Data Providers. As part of such compliance, you may be required to enter into a separate agreement with BlackRock or Third-Party Data Providers in order to receive or to continue to receive such data.
B. Except for uses of the Content as anticipated herein, unless you are in position of a valid license from the Third-Party Data Provider, you may not, except as expressly permitted by such Third-Party Data Provider license, (i) copy, share, sell, distribute, redistribute, or otherwise make the Third-Party Content available to any other party, or (ii) use the Third-Party Content contained on the Site in any other manner, including for any internal or external business purposes.
C. You acknowledge that and agree that no duty of care is owed to you or to any other person by the Third-Party Data Providers or any of their upstream data or service providers, and the use of the Third-Party Content creates no lawyer-client or other relation between you or any other person and the Third-Party Data Providers and their upstream data or service providers. Opinions, estimates and projections in the Content and the Third-Party Content do not reflect the opinions of the Third-Party Data Providers. Third-Party Data Providers have no obligation to update, modify or amend the Third-Party Content or to otherwise notify users in the event that any matter stated in the Third-Party Content, or any opinion, projection, forecast, or estimate set forth in the Content or the Third-Party Content, changes or subsequently becomes inaccurate.
D. No Third-Party Data Provider makes any representation or warranty as to any Third-Party Content, nor shall any Third-Party Data Provider have any liability, duty, or obligation for or relating to any Third-Party Content, any errors, inaccuracies, omissions or delays in the Third-Party Content, or for any actions taken in reliance thereon. Each Third-Party Data Provider shall be a third-party beneficiary of these and any other disclaimers provided in this Agreement or with the Content or Third-Party Content, and shall have the right to enforce the same.
E. The Third-Party Content is provided on an “as is” basis. No Third-Party Data Provider or any upstream data or service provider nor any other person makes any warranty, express or implied, as to the availability, accuracy, completeness or timeliness of the Third-Party Data nor as to the results that may be obtained by you from the use of the Third-Party Content nor as to the quality, performance or fitness for a particular purpose of the Third-Party Content. No Third-Party Data Provider or upstream data or service provider nor any other person shall be liable to you or any other person for the Third-Party Content for any errors, inaccuracies, omissions or delays in the data, regardless of cause, or for any damages (whether direct or indirect) resulting therefrom.
F. Without limiting the foregoing, no Third-Party Data Provider nor any upstream data or service provider shall have any liability whatsoever, whether in contract (including under an indemnity), in tort (including negligence), under a warrant, under statute or otherwise, in respect of any losses or dames (including indirect, incidental, special or consequential damages or lost profits) suffered by users of the Third-Party Content, 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 you of the Third-Party Content or any other person, whether or not based on the Third-Party Content and whether or not such losses or damages could have been foreseen or prevented
VII. Fees.
BlackRock may charge fees in connection with the use of the Contents on the Site, as separately agreed. In addition, the Model Portfolios, other models on the Site, and any proposals with respect thereto will include BlackRock Funds, which will pay fees and/or reimburse expenses to BlackRock for providing management, administrative, or other services. Unless otherwise explicitly agreed, any fees charged in connection with the use of the Content on this Site will not be reduced by any fees or other compensation or reimbursed expenses paid to BlackRock for providing management, administrative, or other services to BlackRock Funds in which a Client may invest.
VIII. Term.
You may cease to use the Site at any time. This Agreement will remain effective and shall apply to your use of the Site until amended, or terminated, by us, and for the duration of any Model Implementation Services Agreement between BlackRock and the RIA with which you are associated. This Agreement and the arrangements contemplated hereby may be terminated by BlackRock with immediate effect without liability to BlackRock at any time and for any reason, without prior notice, in BlackRock’s sole and exclusive discretion. In addition to any right or remedy that may be available to BlackRock under applicable law, BlackRock may suspend, limit, or terminate all or a portion of your access to the Site, and/or your rights to use any of the Content, at any time with or without notice and with or without cause, including without limitation, if you are no longer associated with an RIA that has contracted with BlackRock for the use of the Site or if BlackRock believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, your right to use the Site will immediately cease. In addition, BlackRock may refer any information on illegal activities, including your identity, to the proper authorities.
IX. Consent to Electronic Delivery.
To the extent your use of the Site implies the provision of investment advice from BIM to you, you consent to electronic delivery of all current and future Form ADVs, brochure supplements, privacy notices, fund prospectuses and offering documents, tax forms and other regulatory notices, disclosures and communications, as applicable, delivered or provided by us in connection with the Site. You further acknowledge your receipt of BIM’s ADV Brochure which may be accessed here. https://files.adviserinfo.sec.gov/IAPD/Content/Common/crd_iapd_Brochure.aspx?BRCHR_VRSN_ID=720556
X. Assignment.
This Agreement is personal to you, and is not assignable, transferrable or sublicensable by you except with BlackRock’s prior written consent. To the extent your use of the Site implies the entering into of an advisory contract with us for the provision of investment advice, BlackRock will not assign (within the meaning of the Advisers Act) such contract without your consent. If, after 30 days of receiving notice of an assignment from us, you do not terminate your use of the Site as provided for in this Agreement, you will be deemed to have consented to BIM’s assignment of such contract. Where the RIA with which you are associated does not have a Model Implementation Services Agreement in place, your discontinuance of the use of the Site will constitute your termination of this Agreement (other than any surviving terms herein) and any advisory relationship as between you and BIM implied by this Agreement.
XI. Warranty Disclaimer and Limitation of Liability.
The Site, and all materials, information, and other Content, as well as any products and services provided on the Site are provided “AS IS” and without warranties of any kind, either expressed or implied. To the fullest extent permissible pursuant to 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. BlackRock does not warrant, either expressly or impliedly, the accuracy or completeness of the Content contained on this Site and does not warrant that the functions and data contained in this Site will be uninterrupted or error-free, that defects will be corrected, or that the Site will be free of viruses or other harmful components. BlackRock expressly disclaims all liability for errors and omissions in the Content on the Site and for the use or interpretation by others of information contained on the Site. BlackRock disclaims all warranties, express or implied, that the Content on the Site will produce any particular investment outcome for any particular investor. Aside from any representations or warranties made pursuant to separate agreements, BlackRock does not warrant or make any representations regarding the use or the results of the use of the Content on the Site in terms of their correctness, accuracy, reliability, reasonableness, fit for a particular purpose, or otherwise. The Content does not purport to be complete and is subject to change. Certain of the Content is dependent 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 Content.
UNDER NO CIRCUMSTANCES ARE WE OR OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, FUND DIRECTORS, EMPLOYEES, OR AGENTS RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) TO YOU OR ANY OTHER PARTY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITIES OF SUCH DAMAGES, AND WHETHER OR NOT SUCH COULD HAVE BEEN FORESEEN OR PREVENTED. IN NO EVENT WILL OUR LIABILITY TO YOU UNDER THIS AGREEMENT AND IN CONNECTION WITH THIS SITE EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100). IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR IF YOU ACCESS THE SITE SOLELY THROUGH AN ARRANGEMENT WITH YOUR EMPLOYER OR PLAN SPONSOR, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND ADDITIONALLY, THE LIMITATIONS OF LIABILITY IN THIS PROVISION OR ELSEWHERE IN THE AGREEMENT SHALL NOT ACT TO RELIEVE US FROM ANY RESPONSIBILITY OR LIABILITY FOR ANY RESPONSIBILITY, OBLIGATION, OR DUTY WHICH WE MAY HAVE TO YOU UNDER OTHER AGREEMENTS OR UNDER THE U.S. FEDERAL SECURITIES LAWS. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL CONSTITUTE A WAIVER OR LIMITATION OF BLACKROCK’S FIDUCIARY DUTY TO ITS CLIENTS UNDER ANY MODEL IMPLEMENTATION SERVICES AGREEMENT OR OTHER INVESTMENT ADVISORY AGREEMENT TO WHICH BLACKROCK IS PARTY, TO THE EXTENT SUCH WAIVER OR LIMITATION IS CONTRARY TO APPLICABLE LAW.
XII. Indemnity.
You agree to indemnify and hold BlackRock, its directors, fund directors, officers, employees, affiliates, agents, partners, members, contractors, licensors, suppliers and service providers harmless with respect to any and all suits, claims, demands, liabilities, losses, obligations, damages, costs and expenses (including but not limited to, reasonable attorney’s fees and other legal expenses) arising out of, or alleged to arise out of, or related to: (i) your breach of this Agreement, including, but not limited to, any infringement by you of the copyright, patents, trademarks, trade secrets, or intellectual property rights of any third party; (ii) your use or misuse of the Site (or any portion thereof), including your use, or provision to third parties of any of the Content (including materials provided by or derived from materials provided by any Third-Party Data Providers) generated by or exported from the Site; (iii) your Client’s use of any Content outside of permitted use in connection with a Model Implementation Services Agreement; or (iv) to the extent resulting from or arising out of any authorized or unauthorized or otherwise inappropriate use of any of the Content of the Site attributable to you or which occurs through the use of your Security Information. Furthermore, BlackRock shall have the right to injunctive relief to enforce its rights hereunder, for which you waive the requirement, if any, to post any bond, or similar requirement.
XIII. Additional Disclosures.
A. Fund and Adviser Disclosures. Investments in a BlackRock product or client account are not bank deposits and are not insured or guaranteed by BlackRock or the Federal Deposit Insurance Corporation, any other government agency or any bank. Risk is inherent in all investing. The value of an investment in a fund, as well as the amount of return on an investment, may fluctuate significantly from day to day and over time. An investor may lose part or all of an investment in a fund, or such investment may not perform as well as other similar investments.
Additionally, for money market funds, the fund's sponsor has no legal obligation to provide financial support to the fund, and an investor should not expect that the sponsor will provide financial support to the fund at any time. Certain money market funds may impose a fee upon sale of an investor’s shares or may temporarily suspend an investor’s ability to sell shares if the fund's liquidity falls below required minimums because of market conditions or other factors. Although certain money market funds seek to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in such money market funds.
Please carefully consider a fund's investment objective, risks, charges and expenses before investing. For this and other information, call or write (i) in the case of a BlackRock Fund, to BlackRock for a free prospectus or view one online, or (ii) in the case of a third-party fund, to the fund sponsor for a prospectus. Read the prospectus carefully before you invest or send money.
B. BlackRock Institutional Trust Company, N.A. (“BTC”). BTC, a national banking association operating as a limited purpose trust company, provides investment management and other fiduciary services for client accounts, including trust accounts, and commingled investment vehicles. BTC is a wholly-owned subsidiary of BlackRock. BTC’s primary regulator is the Office of the Comptroller of the Currency, the agency of the US Treasury Department that regulates US national banks. Investments in a BTC-managed commingled vehicle or client account are not bank deposits, are not insured or guaranteed by the Federal Deposit Insurance Corporation, any other government agency or any bank, and are not guaranteed by BTC, BlackRock or any of their affiliates. Please carefully consider a commingled vehicle’s investment objective, risks, charges and expenses before investing. Although a short-term investment fund seeks to maintain a $1.00 unit value, it is possible to lose money by investing in such a fund. Commingled investment vehicles maintained by BTC are available only to certain qualified institutional investors and are not offered to the general public; prospectuses are not required, and prices are not available in local publications. To obtain more information, please contact your BTC account manager.
C. SEC Materials. Certain information provided through or referenced in the Site has been filed with SEC (such materials being referred to as "SEC Materials"). The SEC Materials and other public disclosures contained on the Site may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to BlackRock's future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as "trend," "potential," "opportunity," "pipeline," "believe," "comfortable," "expect," "anticipate," "current," "intention," "estimate," "position," "assume," "outlook," "continue," "remain," "maintain," "sustain," "seek," "achieve," and similar expressions, or future or conditional verbs such as "will," "would," "should," "could," "may" or similar expressions. Any such forward-looking statements are as of the date published or indicated in the SEC Materials and are subject to change based on changes in market, economic or other conditions, as described below. Such statements are no guarantee of future results.
In addition to risk factors disclosed in SEC Materials and those identified elsewhere in the Site, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of BlackRock's investment products; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the extent and timing of any share repurchases; (8) the impact, extent and timing of technological changes and the adequacy of intellectual property and information security protection; (9) the impact of legislative and regulatory actions and reforms, and regulatory, supervisory or enforcement actions of government agencies relating to BlackRock; (10) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or BlackRock; (11) the ability to attract and retain highly talented professionals; (12) fluctuations in the carrying value of BlackRock's economic investments; (13) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (14) BlackRock's success in maintaining the distribution of its products; (15) the impact of BlackRock electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (16) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.
BlackRock's latest Annual Report on Form 10-K and BlackRock's subsequent reports filed with the SEC, accessible on the SEC's website at www.sec.gov and on the Site, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.
D. Links to Other Websites. BlackRock may establish links between the Site and one or more websites or applications operated by third parties. BlackRock has no control over any such other websites, the contents therein or the products/services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by BlackRock regarding such websites, the contents of the websites, the products or services of the websites or the operators of the websites. Your access to and use of such linked websites is governed by the terms of use and privacy policies of those sites and shall be at your own risk. BlackRock disclaims responsibility for the contents of the websites, the products and services offered through the websites, and the privacy policies and customer information practices of the websites hyperlinked from the Site.
E. Links to BlackRock from Other Websites or Applications. Except as explicitly permitted under this Agreement, you shall not display hyperlinks on your websites or your applications to any website or application owned or operated by BlackRock. If you desire to display on your website or application a hyperlink to a BlackRock website, you must enter into a written agreement with BlackRock governing such display. Access to any BlackRock website does not authorize you to use any of BlackRock's names, logos, trademarks or copyrighted material, and you agree not to do so without BlackRock's express written consent. Requests to display hyperlinks on your websites to BlackRock websites should be emailed to askblackrock@blackrock.com.
F. Transmissions to and From the Site. Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Site may not be secure. Communications to BlackRock, particularly those containing confidential information, may be sent by mail to: BlackRock, Inc., 50 Hudson Yards, New York, NY 10001, Attn: Head, Intellectual Property, Legal & Compliance. BlackRock shall be free to use, for any purpose, any ideas, concepts, know-how, or techniques provided by a website user to BlackRock through the Site. You acknowledge and agree that BlackRock has granted you limited access to the specific files pertaining to the BlackRock Funds ("Approved Files"), and you agree not to attempt to access computer files other than the Approved Files. BlackRock makes no warranty to you regarding the security of the Site, including with regard to the ability of any unauthorized persons to access information received or transmitted by you through or from the Site. BlackRock reserves the right to cease providing, or to change, the Site and the Content (or any portion or feature thereof) at any time or frequency and without notice.
G. Account and Transaction Information on the Site. Certain BlackRock clients may access account information, including transactions, through the Site. Account information is unaudited unless noted otherwise and may be based on estimates. Do not make any investment decisions based on such information as it is subject to change.
H. Email and Marketing. Financial professionals who complete the registration process to access the Site are at the same time granting BlackRock permission to send them email messages for marketing and general communication purposes at the email address(es) they have provided. This service may be discontinued at any time via a link in the email labeled "Unsubscribe."
I. BlackRock’s Conflicts of Interest.You understand and acknowledge that the Model Portfolios and other models on the Site and, in turn, any proposals related thereto, consist in part of BlackRock Funds and other products advised by BlackRock that pay fees and/or reimburse expenses to BlackRock for management and other services. You understand and acknowledge that the use of the Site and of the Platform Services and Model Implementation Services may result in an increase in the sales of BlackRock Funds and other products and, accordingly, BlackRock has a potential conflict of interest, as a Client’s investment in such BlackRock products or funds will increase compensation to BlackRock. BlackRock has an incentive to provide Model Portfolios and trades that (i) contain BlackRock Funds and (ii) contain BlackRock Funds that have higher fees and expenses than BlackRock Funds with lower fees and expenses, as that would result in higher levels of compensation being paid to BlackRock than other funds or products not advised by BlackRock or for which BlackRock would charge lower fees or expenses. Where there is no Model Implementation Services Agreement in effect between BlackRock and the RIA with which you are associated, you acknowledge and agree that you will exercise your own judgment with respect to any investment recommendation or decision and, in your sole discretion, may deviate from a Model Portfolio in making investment recommendations or decisions on behalf of your Clients. Where there is a Model Implementation Services Agreement in effect between BlackRock and the RIA with which you are associated, you acknowledge BlackRock’s conflict of interest and agree that you may cause BlackRock to deviate from a Model Portfolio through the use of adviser inputs for a Client account. In addition, as a broker-dealer, BlackRock Investments, LLC acts as the principal underwriter and distributor for certain BlackRock products in connection with the sale to you or purchase by you or your Clients of a security that is the subject of content prepared by BlackRock. If it receives a commission in connection with any such transaction, BlackRock would have a conflict of interest. You understand this potential conflict and acknowledge that you may choose to effect securities transactions at another broker-dealer. BlackRock is not recommending any particular broker-dealer and does not arrange any deals in investments in connection with the Site.
J. Timeliness of Content. All Content on the Site is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for requesting Model Portfolios and any updates thereto and for setting the cache settings on your browser to ensure you are receiving the most recent data.
K. Password Security and Notification. The Site is protected by passwords, requires a login, and is restricted to authorized users only. You may not obtain unauthorized access to the Site, or to any other protected materials or information, through any means not intentionally made available by BlackRock for your specific use.
L. System Outages and Incomplete Transmissions. Internet software or transmission problems may produce inaccurate or incomplete copies of Content that may be downloaded and displayed on a user's computer. BlackRock is not liable for any damages, changes, or omissions that occur during transmission of Content.
M. Waiver. No waiver by BlackRock of any right under or term or provision of this Agreement will be deemed a waiver of any other right, term, or provision of the Agreement at the time of such waiver or a waiver of that or any other right, term, or provision of the Agreement at any other time.
XIV. Severability; Miscellaneous.
If any provision of the Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from the Agreement and will not affect the validity and enforceability of the remaining provisions. This Agreement represents the entire agreement between BlackRock and the user relating to the subject matter herein, it being understood and agreed that use of certain portions of the Site, or certain Content available on the Site, are subject to additional terms and conditions, as specified therein. Where this is the case, those additional terms and conditions shall be incorporated by reference into this Agreement; in the event of any inconsistency between such additional terms and conditions and this Agreement, such additional terms and conditions shall prevail. BlackRock is an equal opportunity employer committed to diversity in the workplace.
XV. Additional Terms.
A. Your Means of Site Access. You will be responsible for (including regarding any costs associated with) providing the wireless, dial-up, dsl, cable modem or other form of internet access and any other hardware and software necessary to access and use the Site.
B. Compliance with Laws. BlackRock complies with all applicable laws, including, but not limited to, privacy laws. You agree that you will comply with all such laws applicable to you. You confirm that you will not access, download, and/or use the Content or Site in a manner that would breach any applicable laws or regulations, including without limitation, applicable financial promotion regulations, federal or state securities laws or regulations, and the regulations of any applicable self-regulatory organization. In the event of a breach or a potential breach of any of the foregoing, you should stop accessing the Site and promptly notify BlackRock.
C. Third-Party Materials. BlackRock or its business partners may present advertisements or promotional materials on or through the Site. Your dealings with, or participation in promotions of, any third-party advertisers on or through the Site are solely between you and such third party and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that BlackRock is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third-party materials on the Site.
D. Jurisdiction of Use. Except as explicitly provided herein, the information provided on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject BlackRock or its affiliates to any registration requirement within such jurisdiction or country. Each investment product and service referred to on the Site is intended to be made available to only U.S. residents. The Site will not be considered a solicitation for or offering of any investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal.
E. Governing Law; Jurisdiction. This Agreement will be governed by the laws of the state of New York, notwithstanding any conflict of laws provisions thereof. The exclusive jurisdiction for any claim, action or dispute with BlackRock or relating in any way to your use of the Site will be in the state and federal courts of the state of New York and the venue for the adjudication or disposition of any such claim, action or dispute will be in the County of New York. The prevailing party in any dispute arising under this Agreement shall be entitled to payment of its reasonable attorney’s fees by the other party.
F. Notices. BlackRock may send notices to you with respect to your use of the Site by sending an email message to the email address listed in your account information, by sending a letter via U.S. mail to the contact address listed in your account information, or by a posting a note, pop-up or other similar notification on the Site when you access your account. You agree that we may provide notice to you through such means. Unless otherwise stated in the notices, the notices will become effective immediately.
G. No Third-Party Rights. Other than the rights of Third-Party Data Providers and their upstream data and service providers to enforce the terms set forth in Section V above, there are no additional third-party beneficiaries of your rights under this Agreement.
H. Information and Press Releases. The Site may contain information and press releases about BlackRock. We disclaim any duty or obligation to update this information or these press releases. Additionally, any information contained in this information and in these press releases that pertains to companies other than BlackRock should not be relied upon as being provided or endorsed by BlackRock.
I. General contact information. For questions regarding the Site or your use of the Site, please email us at askblackrock@blackrock.com.
You acknowledge that you have read this Agreement, understand it and will be bound by its terms and conditions. You further acknowledge that this Agreement represents the complete and exclusive statement of the agreement between us relating to the subject matter of this Agreement, and that it supersedes any proposal or prior agreement oral or written, and any other communications between us relating to the subject matter of this Agreement. You agree that this Agreement will be deemed signed for all purposes when you click “I agree,” and you will not contest the legally binding nature, validity, or enforceability of this Agreement based on the fact that it has been executed electronically, and that any record of your acceptance of this Agreement and its terms will, if introduced as evidence in any judicial or administrative proceeding, be admissible as between you and BlackRock to the same extent and under the same conditions as other written agreements, business documents, and records originally generated and maintained in printed form.
Dated: March 2022.
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