I. General.
Read these terms and conditions (this “Agreement”) carefully before accessing this website or application, as applicable (the “Site”), and/or using the services described herein. The Site is sponsored and made available by BlackRock Financial Management, Inc. (“BFM”), an investment adviser registered with the Securities and Exchange Commission (the “SEC”). By utilizing the Site, you acknowledge that you have read this Agreement and that you agree to be bound by it. The Site may provide information, data, comparisons, analysis, 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 of 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 BFM, 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 these terms 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 or services to anyone at any time. All persons and entities entering 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.
Nothing contained on this Site constitutes tax, accounting, regulatory, legal, insurance, or investment 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 this Site are your sole responsibility.
By accessing this Site, you represent that you either (i) are a government entity, employee benefit plan, bank, insurance company, business trust, registered investment company, endowment, foundation, partnership, or corporation that owns and invests on a discretionary basis at least $100 million in securities of unaffiliated issuers (an “Institutional Investor”); or (ii) are acting as a fiduciary on behalf of an Institutional Investor (a ** “Fiduciary”**).
The Site is for informational purposes only and is not intended to be relied upon as a forecast, research, or investment advice. The information on this Site should not be considered a recommendation, offer, or solicitation to buy or sell any securities or adopt any investment strategy. The Site contains tools that facilitate a user’s own analytical efforts by generating information, using standard calculations, based on data and parameters provided by the user. The investments, securities, models, tools, hypothetical portfolios, data, comparative information, and strategies discussed on the Site may not be suitable for all investors and are not obligations of BlackRock or its affiliates or guaranteed by BlackRock or its affiliates. BlackRock makes no representations that the Content is actionable, current, complete, or achievable. BlackRock makes no representations that the Content is appropriate for use in all locations, or that the transactions, securities, products, instruments, hypothetical portfolios, or services discussed on the Site are available or appropriate for sale or use in all jurisdictions or countries, or by all investors or counterparties. By making available information on the Site, BlackRock does not represent that any investment fund or vehicle is available or suitable for any particular user.
BlackRock shall have no obligations or responsibilities with respect to the provision of advice (including investment advice) or the offer or recommendation of any securities or transactions in connection with the use of the Site, or for determining the appropriateness or suitability of the hypothetical portfolios, asset classes, comparative information, or risk models contained on the Site or any of the securities included therein for any particular investor. Unless there is a discretionary management agreement otherwise in place between you (or the Institutional Investor to which you act as Fiduciary) and BlackRock, it shall be your responsibility, and not BlackRock’s responsibility to: (i) make any recommendations or determinations as to the securities to be bought and sold for your account, including with respect to iShares ETFs and other securities that are illustrated on the Site; and (ii) comply with any applicable regulatory requirements associated with making any recommendations as to the securities to be bought and sold for your account using Content generated from the Site, including any requirements relating to a determination of whether an investment is suitable for or in the best interest of a particular investor.
The Site may contain data or information (“Third-Party Content”) provided by third parties (“Third-Party Data Providers”). BlackRock shall have no obligations or responsibilities with respect to any Third-Party Content or Third-Party Data Providers.
You acknowledge and agree that, (i) through your use of the Site and/or your use of any Content derived from, generated by, or exported from the Site, BlackRock is not (a) providing investment advice or making any recommendations, including to buy or sell any specific securities or types of securities; (b) soliciting the sale or purchase of any securities; (c) undertaking to provide individualized or personalized investment advice; (d) acting in an investment advisory, fiduciary, or quasi-fiduciary capacity, including under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Securities Exchange Act of 1934, as amended, or other applicable laws, rules or regulations; or (e) providing investment advice or making any recommendations with respect to any Third-Party Content; (ii) none of the information, data, tools, or hypothetical portfolios contained on the Site is intended to serve as the sole or primary basis for any investment decision by you (or, if you are a Fiduciary, the Institutional Investor), and you are responsible for exercising independent analysis of any investment; and (iii) BlackRock is not responsible for determining whether any investment or recommendation made by you, including to buy or sell any specific securities, is suitable for you or, if you are a Fiduciary, the Institutional Investor, or in your or the Institutional Investor’s best interest. You are wholly responsible for, and BlackRock disclaims any responsibility or liability in connection with, any investment decisions or determinations made by you based on any content derived from, generated by, or exported from the Site.
You acknowledge and agree that you will make investment decisions: (i) in accordance with your own judgment and the exercise of investment discretion; and (ii) in accordance with any agreements between you and any client or other third party; and (iii) 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 others.
In connection with your receipt and use of any Content contained on the Site, you hereby agree that 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 you or anyone else; (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; (c) has made any recommendation or has in any way endorsed any Third-Party Content or Third-Party Data Provider; or (d) has any relationship with you or your representatives or agents or has any obligation to provide you or your representatives or agents with any information, tools, or hypothetical portfolios contained on the Site.
To the extent that your activity on the Site or, if you are a Fiduciary, the Institutional Investor is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), 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 Institutional Investor. If the Institutional Investor is subject to ERISA, 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 Institutional Investor, 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 Institutional Investor; (ii) neither you, nor any Institutional Investor, 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 Institutional Investor, 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 an Institutional Investor. The Site is for informational purposes only and is 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 Data 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 Data 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 WEBSITE 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 Data Provider if actually managing a client’s money. The investments made by the iShares ETFs and other funds and products included in any hypothetical 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 ETFs or other funds or products included in any hypothetical portfolio would produce the results indicated. BEFORE PURCHASING THE SHARES OF ANY ETF OR OTHER INVESTMENT FUND, READ THE FUND'S PROSPECTUS OR OFFERING MATERIALS.
II. 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 either an Institutional Investor or a Fiduciary thereof; 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 ID and security password, as well as any other security information (collectively, “Security Information”). You understand that you shall be solely responsible for all 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, 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. Privacy Policy. You and we both agree to comply with our own respective obligations under applicable privacy and data protection legislation. 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.
III. 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 and use such Content 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 person 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) 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 (x) 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.
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, any BlackRock server, or any network connected to any BlackRock server, or otherwise interfere with any other party’s use and enjoyment of the Site.
With respect to the ETF Pre-Trade tool, you agree that, if you attribute any Content to BlackRock, each time you do so, you will clearly inform any third party of all inputs determined by you, if any, in the use of the Site to create the Content. You shall ensure that the following disclaimer (which you may incorporate into your own disclaimer) accompanies each such communication and inform the third party of the same:
“While the data and analysis generated by tools provided by BlackRock Financial Management, Inc. and its affiliates (“BlackRock”) uses internal and/or third-party data considered by BlackRock to be reliable, its accuracy, completeness, and timeliness is not guaranteed. Additionally, the analysis may depend on certain inputs determined by the user of the tools and BlackRock makes no representation that such inputs are accurate or appropriate. The data is provided on an “as is” basis and BlackRock does not guarantee or give any warranty (whether express or implied) as to the accuracy, completeness, or timeliness of the data nor as to the results that may be obtained from use of the data. No assurance is given that the data or analysis shown is actionable, accurate, current, complete, or achievable or that any counterparties would be willing to transact on the same or similar terms. BlackRock is not recommending any broker or arranging any deals in investments in connection with the tools. You would need to agree your own arrangements and pricing with the broker you select. Reliance upon the data is at the user’s discretion and risk, and BlackRock is not liable for any loss or damage caused by such reliance. The information provided is not intended to be, and should not be treated as investment advice, nor a recommendation about the suitability of any products for the circumstances of any particular investor. The information provided should not be considered a recommendation, offer, or solicitation to buy or sell any securities or adopt any strategy. An investor should seek independent investment, legal, and tax advice prior to making any investment decision.”
IV. 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. The Content is solely for your personal, non-commercial use. 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 this Website for your personal use provided you also retain all copyright and other proprietary notices contained on the materials. Except as otherwise provided herein, you may not distribute, modify, transmit, reuse, repost, or use the Content of the Site. Except as otherwise provided herein, access to the Site should not be construed as a license to 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:
By Mail: Head, Intellectual Property, Legal & Compliance, BlackRock” with the address 50 Hudson Yards, New York, NY 10001
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By Email: askblackrock@blackrock.com
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, (i) you 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) you 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 benchmark, asset class, portfolio, and other 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.
D. Resultant Information. With respect to the ETF Pre-Trade tool, if you use the Content provided by the Site to produce any calculations, analytics, or metrics, you may use the resultant information (the “Resultant Information”) provided that you do not attribute or connect the Resultant Information or any calculation process carried out by you to BlackRock. You acknowledge and agree that BlackRock shall have no obligations, responsibilities, or liability with respect to any Resultant Information or the calculations, analytics, or metrics used to derive the Resultant Information. 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 ETF Pre-Trade Tool’s “Important notes” section. In the event that you identify BlackRock or the Site as the source of the Content used to produce the Resultant Information, you must comply with the obligations set out above regarding the disclaimer and provision of updates of the Site and Content to other users. You must also clearly disclose to any party to which you provide such Resultant Information that (i) such Resultant Information has not been provided by BlackRock; (ii) BlackRock has not endorsed, validated, or verified the Resultant Information; and (iii) BlackRock has no obligation or liability in connection with the Resultant Information.
V. Third-Party Data or Information.
A. 1. You acknowledge that 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. 2. 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. 3. 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. 4. 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. 5. 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. 6. 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.
VI. 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. 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 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.
VII. Consent to Electronic Delivery.
To the extent your use of the Site implies the provision of investment advice from BFM 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 BFM’s ADV Brochure which may be accessed here.
VIII. 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 non-discretionary 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 BFA’s assignment of such contract. 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 BFA.
IX. 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. 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. You assume the entire cost of all necessary servicing, repair, or correction. 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 THE U.S. FEDERAL SECURITIES LAWS.
X. 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; or (iii) 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.
XI. Additional Disclosures.
A. Fund and Advisor 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 an iShares ETF or other 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. If applicable, 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. E-mail 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 use of the Site may result in an increase in the sales of BlackRock products and that hypothetical portfolios and/or analysis generated by the Site consist of, or may contain, iShares ETFs, which are products advised by BlackRock that pay fees and/or reimburse expenses to BlackRock for management and other services. Accordingly, BFM has a potential conflict of interest, as a user’s investment in such BlackRock products or funds will increase compensation to BlackRock. BlackRock has an incentive to provide and tools and educational services that encourage the use of BlackRock products, including through the provision of hypothetical portfolios that contain BlackRock funds or products 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. 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 hypothetical portfolio in making investment recommendations or decisions. 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 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 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 or 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.
XII. 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.
XIII. 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: September 2021.
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