User Agreement

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Morningstar® User Agreement

ALL USERS! BEFORE ACCESSING THIS WEBSITE (SITE), PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS USE OF THIS SITE BY YOU AND YOUR EMPLOYER AND ANY MATERIAL AVAILABLE THROUGH THE SITE. 

This User Agreement (Agreement) is a legally binding contract between you (User) and the below-referenced Morningstar entity (Morningstar). Clicking the I Agree button at the end of this Agreement is the legal equivalent of manually signing a paper copy of this Agreement.  By clicking on the I Agree button, you represent, warrant and covenant to Morningstar that you are authorized to execute this Agreement on behalf of yourself and the entity that employs you (the Licensee) and that you, acting on behalf of yourself and the Licensee, intend to be legally bound by this Agreement.

For purposes of this Agreement, Morningstar shall mean one of the following Morningstar entities depending on the geographical area in which User is located. The term Morningstar shall mean: 1) Morningstar, Inc., if User is located in the United States of America; 2) Morningstar Research Proprietary Limited, if User is located in Australia or New Zealand; 3) Morningstar Research, Inc., if User is located in Canada; 4) Morningstar Asia, Ltd,, if User is located in any part of Asia other than Japan or Korea; and 5) Morningstar Europe, N.V., if User is located in any jurisdiction other than those set forth above. User may only access/use the Website from the jurisdiction (the Territory) denominated in the separate Subscription Form and/or license agreement between Morningstar and Licensee.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT GRANTED PERMISSION BY MORNINGSTAR TO ACCESS OR OTHERWISE USE THE SITE.

1. Grant of License. Morningstar hereby grants to each User authorized under a valid Subscription Form and/or separate license agreement between Morningstar and Licensee, each such User, an Authorized User, a right and license to access that portion of the Site and the materials/information available on or through it (collectively, the Product), specified in that Subscription Form or license agreement, as applicable. This Agreement provides Authorized User, with a limited, revocable, nonexclusive, nontransferable license to use the Product conditioned on Authorized Users continued compliance with this Agreement.

Internal Use:

User may access the Product to print and download materials from it (hereafter, Product Output) solely for the Licensees internal business use. Product Output may be distributed internally to no more than fifty (50) individuals in print format and in static, electronic format (i.e. electronic reports and presentations). Other internal distribution in electronic format, including, but not limited to, inclusion in database formats, is limited to Authorized Users. Only Authorized Users are permitted to distribute Product Output. Authorized Users shall ensure that all internal persons who gain access to Product Output are aware of and shall comply with the terms of the Notices and Disclaimers.

External Use:

Only an Authorized User may use the Product to generate Product Output. Any such Product Output may only be distributed externally to Licensee clients (each a Client) and then only if all of the following conditions are met: (i) no identical piece of Product Output is distributed to more than fifty (50) Clients, (ii) any data from the Database that is included in such Product Output is incorporated in an added-value report or presentation which is part of the regular services offered by the Licensee or Authorized User to its Clients and not as stand-alone product; (iii) Product Output or any portion thereof may not be used as part of a general mailing or included in external Websites or other mass communication vehicles or formats; including, but not limited to, advertisements; (iv) data from the Product may not be resold; (v) in no event shall the aggregate Product Output distributed to a Client consist of more than an insubstantial portion of any database accessible through the Product; (vi) Product Output may only be distributed by an Authorized User and only to the Clients of that Authorized User; and (vii) the Client either qualifies as an Accredited Investor within the meaning of Rule 501(a) of the U.S. Securities Act of 1933, as amended, or is exempt from such qualification requirement. .User agrees that the distribution of any Product Output that does not meet all of the conditions set forth will require the express prior written consent of Morningstar, and the payment of additional fees or royalties to be determined in Morningstars sole discretion according to Morningstars then current rates.

User shall not use the Product for any purpose that is unlawful or prohibited by this Agreement and shall comply with any applicable local, state, national, or international laws or regulations relating to the Product or its components.

3.  No Recommendations or Investment Advice. Morningstar does not provide investment advice or recommendations about investments of any kind. The information provided through the Product is intended for educational, informational, and research purposes only. Accordingly, Morningstar and the third parties that license information to Morningstar ("Information Providers") do not offer advice regarding the quality or suitability of any investment or of any investment manager and assume no responsibility or liability for any investment decisions or advice, treatment, or services rendered by any institutional investor, expert panelist, broker-dealer, investment manager, investment professional, or any other person referenced in the Product. Prior to making any investment or to hiring any investment manager, User should consult with its financial advisors to verify pricing and other information and/or do such other due diligence as may be appropriate under the circumstances. Morningstar and its Information Providers shall not have any liability for investment decisions based upon, or the results obtained from, the content provided through the Product.

4.  Intellectual Property Rights. All material contained on or available through the Product, unless otherwise indicated, is protected by law including, but not limited to, copyright, trade secret, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, Morningstar does not grant any express or implied right to User under any patent(s), copyright(s), trademark(s), or trade secret information. Accordingly, unauthorized use of any material contained in the Product is a violation of this legally enforceable Agreement and may violate copyright laws, trademark laws, trade secret laws, patent laws, the laws of privacy and publicity, and other regulations and statutes. Please be aware that Morningstar actively and aggressively enforces its intellectual property rights to the fullest extent of the law.

Morningstar also owns a copyright both in the individual components of the Product and in the Product as a collective work and/or compilation, and in the selection, coordination, arrangement, and enhancement of the Products content.

MORNINGSTAR, and all other names, logos, and icons identifying Morningstar's products and services are proprietary marks of Morningstar, and any use of such marks without the express written permission of Morningstar is strictly prohibited. Other product and company names mentioned herein may be the trademarks of their respective owners.

5.  Privacy Policy. Please see Morningstar's Privacy Policy at Morningstar.com for a summary of Morningstar's personal data collection and use practices.

6.  Sign-In Name and Password Policy; Confidentiality. Access and use of certain portions of the Product require both sign-in information and a password. During the registration process for the Product, the Authorized User chooses a unique sign-in name ("Sign-In Name") and a password ("Password") to gain access to the restricted areas of the Product. Each Sign-In Name and corresponding Password can only be used by one individual. Anyone with knowledge of both an individuals Sign-In Name and Password can gain access to the restricted portions of the Product and the information available to each Authorized User. Accordingly, Authorized User shall keep its Password confidential.

Authorized User shall promptly notify Morningstar if it becomes aware of any loss or theft of a Password or any unauthorized use of a Password. Morningstar reserves the right to delete or change a Password at any time and for any reason.

All information disclosed to User in connection with its use of the Product, including, without limitation any information that relates to or involves any investment manager, separate account or hedge fund, including, but not limited to, information relating to an investment managers, a separate account's or a hedge fund's performance (collectively, "Confidential Material") is of a proprietary and confidential nature and damage to Morningstar and /or the separate accounts, funds and/or the investment managers could result if the Confidential Material is disclosed to any third party. Confidential Material shall not include material or information that Authorized User can demonstrate by written records is (i) already in the possession of or known to Authorized User, (ii) generally available to the public other than as a result of an unauthorized disclosure by Authorized User or its Representative (as defined below), or (iii) that becomes available to Authorized User from a source other than the Product or other than any other communication from Morningstar.

Except as required by law, the Confidential Material will be kept confidential by User and will not be disclosed in any manner whatsoever, except that User may disclose all or portions of the Confidential Material to its directors, officers, employees, agents, affiliates, representatives and advisors (collectively the "Representatives") who need to know such information for the purpose of evaluating an investment in any of the investment products whose information may be made available through the Product. User shall inform its Representatives of the confidential nature of the Confidential Material and shall direct its Representatives to treat such information confidentially and otherwise to comply with the terms of this Agreement. In addition, User and its Representatives may disclose to any person who has a beneficial interest in a fund listed in the Product the Confidential Material with respect to such fund. User shall maintain a complete and accurate record of all persons to whom the Confidential Material is given. User shall be responsible for any breach of this Agreement by any of its Representatives and User will, at its sole expense, use its best efforts (including, but not limited to, court proceedings) to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Material.

User understands and agrees that money damages would not be an adequate remedy for any breach of this Agreement and that Morningstar shall be entitled to equitable relief, including injunctions and specific performance, if User or its Representatives breach or threaten to breach any provision of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach by User or its Representatives of this Agreement but shall be in addition to all other remedies available at law or equity to Morningstar. User further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief. In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final, non-appealable order that User has breached this Agreement, then User shall be liable and pay to Morningstar the reasonable legal fees Morningstar incurs in connection with such litigation, including any appeal therefrom.

7.  Confidentiality on Internet. Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. While Morningstar has endeavored to create secure and reliable access to the Product via the Internet, please be advised that the confidentiality of any communication or material transmitted to/from the Product over the Internet cannot be guaranteed.

Accordingly, Morningstar and its affiliates are not responsible for the security of any information transmitted via the Internet, the accuracy of the information contained within the Product, or for the consequences of any reliance on such information. User assumes sole and complete risk for using the Product and must make his or her own determination as to these matters.

8.  Security of Site. Actual or attempted unauthorized use of the Product may result in criminal and/or civil prosecution. For your protection, Morningstar reserves the right to view, monitor, and record activity on the Product without notice or permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal activity through the Product. Morningstar will also comply with all court orders, subpoenas and other legal processes involving requests for such information.

9.  Product Content. The information and materials available through the Product are not an offer to sell or a solicitation of an offer to buy any security or investment product or service, nor shall any such security, product, or service 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. The information and materials available through the Product also are not a recommendation, endorsement, or solicitation for any investment manager or its services. All financial and investment information and materials available through the Product, as well as reference materials or links to other sites, are for general educational, informational, and research purposes only, and are not intended to be relied upon for transactional or other purposes. Neither Morningstar nor any Information Provider verifies, guarantees or warrants that the information available in the Product, including without limitation performance information concerning investment managers, separate accounts and/or funds, is accurate or complete or makes any warranties with regard to the results that have or may be obtained from its use. Past performance of any security or investment manager is not an indication of future performance.

10.  Investment Availability.  User acknowledges that Morningstar provides no assurances as to the availability of an investment in any of the separate accounts or funds through the Product. User acknowledges that each investment with an investment manager, or in a separate account or fund will require User to comply with each such investment managers, separate account's or fund's investment requirements. User acknowledges that Morningstar does not act as an agent on behalf of User or any investment manager, separate account, fund or sponsor for investment orders and that a manager or fund may accept or reject an investment from User in its discretion

11.  Links to Other Sites. Morningstar may provide links, in its sole discretion, to other web sites for the convenience of its users in locating related information and services. These sites have not necessarily been reviewed by Morningstar and are maintained by third parties over which Morningstar exercises no control. Accordingly, Morningstar expressly disclaims any responsibility for the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party web sites. Moreover, these links do not imply an endorsement with respect to any third party or any web site or the products or services provided by any third party.

12.  Accredited Investor; 30 Day Waiting Period. User represents, warrants and covenants that the Licensee (i) qualifies as an Accredited Investor within the meaning of Rule 501(a) under the U.S. Securities Act of 1933, as amended, or (ii) that the Licensee is exempt from those qualification requirement under applicable law. User agrees not to invest in unregistered funds available through the Product for at least 30 days after the date User is assigned a Sign-In Name and Password unless User already invests in such a fund or, has already been solicited for or otherwise contacted by such fund or its sponsor.

13.  Events Beyond Morningstar's or Information Provider's Control. User expressly absolves and releases Morningstar, its affiliates and their Information Providers from any claim of harm resulting from a cause beyond their control, including, but not limited to, failure of electronic, computer or other mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism or governmental restrictions.

14.  DISCLAIMERS. THE INFORMATION, PRODUCTS, AND SERVICES AVAILABLE THROUGH OR IN CONJUNCTION WITH THE PRODUCT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMIT MATERIAL INFORMATION. MOREOVER, MORNINGSTAR MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE PRODUCT OR ANY OF THE INFORMATION, PRODUCTS, AND SERVICES CONTAINED IN IT AT ANY TIME, FOR ANY REASON.

USER ASSUMES THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONJUNCTION WITH THE PRODUCT. MORNINGSTAR, ITS AFFILIATES AND THEIR INFORMATION PROVIDERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF ANY OF THIS INFORMATION OR CONTENT FOR ANY PURPOSE. ALL SUCH CONTENT AND INFORMATION,ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

IN NO EVENT SHALL MORNINGSTAR OR ITS INFORMATION PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PRODUCT OR WITH THE DELAY OR INABILITY TO USE THE PRODUCT, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE PRODUCT, OR OTHERWISE ARISING OUT OF THE UTILIZATION OF THE PRODUCT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF MORNINGSTAR OR SUCH INFORMATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. IF SUCH ABOVE LIMITATION DOES NOT APPLY, TOTAL LIABILITY FOR MORNINGSTAR AND ITS INFORMATION PROVIDERS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PRODUCT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY USER TO MORNINGSTAR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE.

15.  Indemnity. User shall defend, indemnify, and hold harmless Morningstar and its Information Providers and their respective affiliates and all of their employees, agents, directors, officers, proprietors, partners, representatives, shareholders, servants, attorneys, predecessors, successors, and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from Users use of the Product, any arrangements User makes based on the information available on or through the Product, and any breach by User of this Agreement or other improper act or omission

16.  Submissions. Morningstar also welcomes feedback and suggestions about how to improve the Product. Any ideas, suggestions, information, know-how, material, or any other content (collectively, "content") received through the Product, however, will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Morningstar to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display, (in whole or part) worldwide, or act on such content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and User hereby waives any claim to the contrary.

17.  Governing Law. This Agreement has been made in and will be construed and enforced in accordance with Illinois law, as applied to agreements entered into and completely performed in Illinois. Any action to enforce this Agreement will be brought in the federal or state courts presiding in Chicago, Illinois, U.S.A. and all parties to this Agreement expressly agree to be subject to the jurisdiction of such courts. This Site is controlled and operated by Morningstar from its offices within the United States. Morningstar makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where any of the contents of this Site are illegal is prohibited. Those who choose to access this Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.

18.  Termination.  Morningstar reserves the right at any time and for any reason in its sole discretion to deny User access to the Product or any portion thereof, and to terminate the license to use the Product granted pursuant to this Agreement. Termination will be effective without notice.

19.Waiver. Failure by Morningstar to insist on strict performance of this Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by Morningstar of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.  No waiver shall be effective unless in writing.

20.  Admissibility. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

21.  Severability. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

22.  User/Morningstar. No joint venture, partnership, employment, or agency relationship exists between User and Morningstar as a result of this Agreement or User's use of the Product.

23.  Reservation of Rights. Any rights not expressly granted herein are reserved.

24.  Entire Agreement. This Agreement, Morningstar's Privacy Policy and other written agreements (in electronic or printed form), all of which are hereby incorporated as if set forth fully herein, represent the entire agreement between User and Morningstar with respect to use of and material available on or through the Product, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between User and Morningstar with respect to the Product.