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Merrill Lynch's PAX ONLINE - Terms And Conditions Of Use and Privacy Statement
AGREEMENT TO THESE TERMS OF USE
Your use of this Merrill Lynch (as defined below) Correspondent Services Application ("PAX ONLINE") is subject to these Terms and Conditions of Use and Privacy Statement (collectively, these "Terms of Use").
As used herein, the terms "you" and "your" refer to each user of PAX ONLINE or, as the context requires, the legal entity on whose behalf a user is granted access to PAX ONLINE ("Employer" or "Firm").
Unless otherwise provided, each defined term used within PAX ONLINE shall have the meaning ascribed in these Terms of Use.
BY USING PAX ONLINE, YOU ACCEPT THESE TERMS OF USE, AGREE TO BE BOUND BY THEM AND BIND YOUR EMPLOYER TO THEM. PLEASE READ THESE TERMS OF USE CAREFULLY.
PRESENTATION OF "PAX ONLINE" BY MERRILL LYNCH
The operator of PAX ONLINE is Merrill Lynch Professional Clearing Corp. ("ML Pro"), a broker-dealer registered in the United States of America ("U.S.").
However, PAX ONLINE operates as a portal and may contain information and offerings presented by affiliates of ML Pro located or authorized to do business elsewhere.
All of the information on PAX ONLINE is directed at, and is intended for distribution to and use by, corporate, institutional, professional and other qualified investors in jurisdictions where such distribution and use is permitted.
The information on PAX ONLINE is not directed at or intended for distribution to or use by any person or entity in any jurisdiction or country where:
(a) its distribution or use would be contrary to law or regulation; or (b) there is no Merrill Lynch affiliate authorized to distribute such information.
OTHER AGREEMENTS WITH MERRILL LYNCH
These Terms of Use supplement, but do not supersede, the provisions of any applicable existing agreements between you and Merrill Lynch & Co., Inc. or any of its affiliates,
direct and indirect subsidiaries and related companies (collectively or separately, as the context may require, "Merrill Lynch" or "we"), all of which otherwise remain in effect.
To the extent that you have a contractual relationship with a Merrill Lynch entity and such relationship extends to any security, futures contract, options contract or
other financial instrument or any other good, product or service available through or referenced on PAX ONLINE (each a "Product" and collectively, "Products"), the communications made
hereby with respect to such Products covered by such agreement are and shall be deemed made, as the context may require, by such entity.
The terms of any Product is governed by applicable documents establishing such terms. In the event of any inconsistency between the information on
PAX ONLINE regarding a particular Product and the terms specified in, or determined pursuant to, the documents establishing the terms of issue or contract,
the terms so specified or determined shall prevail.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
The information on PAX ONLINE is provided "AS IS". Although the information on PAX ONLINE is obtained or compiled from sources Merrill Lynch believes to be reliable, MERRILL LYNCH CANNOT AND DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO: (A) THE VALIDITY, SEQUENCE, TIMELINESS, COMPLETENESS OR CONTINUED AVAILABILITY OF ANY INFORMATION OR DATA MADE AVAILABLE ON OR THROUGH PAX ONLINE; OR (B) THE PERFORMANCE, SETTINGS, FEATURES, COMPATIBILITY, LACK OF CONFLICT, FUNCTIONALITY OR CONTINUED AVAILABILITY OF ANY SOFTWARE MADE AVAILABLE ON OR THROUGH PAX ONLINE, AND EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW OR REGULATIONS, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You understand and agree that Merrill Lynch utilizes a variety of electronic systems and networks, including the Internet, to transport data. Transmission of data on any electronic system or network may be subject to: delay; interruption; interference; blackout; failure; systems or service unavailability or failure; hardware or software malfunction or failure; encryption failure; interception by third parties; unauthorized access; theft; modification; or inaccuracy (collectively, "Failure Events"). You agree that neither Merrill Lynch nor any third party working with Merrill Lynch to provide software, information, products or services hereunder shall be responsible for any expense, loss, liability, damage or cost (including costs of investigation and legal fees) of any kind whatsoever (collectively, "Damages"), even if Merrill Lynch or such third party had been advised of the possibility thereof, arising from: (a) any Failure Event, whether or not the circumstances giving rise to such event may have been within the control of Merrill Lynch or any such third party; or (b) any other event or occurrence beyond the control of Merrill Lynch or any such third party, including force majeure. In no event will Merrill Lynch or any third party working with Merrill Lynch to provide software, information, products or services hereunder be liable to you for any special, indirect, consequential or incidental Damages, even if Merrill Lynch or any such third party has been advised of the possibility thereof.
You may need to load certain third party software onto your access device in order to utilize certain functionality within PAX ONLINE. In certain instances, for convenience, PAX ONLINE may provide links to the Web sites where such software may be available. Merrill Lynch can not assure the performance, settings, features, compatibility, lack of conflict, functionality or continued availability of any such software. If you wish to download any such software, please follow the directions on the third party Web site where such software is available as well as your Firm's software download policies. We strongly urge that you perform such download in consultation with your system administrator or IT service person. Merrill Lynch shall not be liable for any Damages arising out of your downloading or using any such software.
SYSTEM RESPONSE TIMES MAY VARY DUE TO MARKET CONDITIONS, SYSTEM PERFORMANCE, ACCESS DEVICE LOCATION OR OTHER FACTORS. The farther your access device is located from PAX ONLINE servers, the slower your response time may be. In the event of system delay or failure, you are responsible for contacting Merrill Lynch by alternative means, such as telephone, facsimile or telex. The information available on or through PAX ONLINE is subject to change without notice. Merrill Lynch expressly disclaims any obligation to keep the information available on or through PAX ONLINE up to date, free of errors or viruses or to maintain uninterrupted access. Merrill Lynch may stop producing or updating any part of PAX ONLINE without notice.
Each time you wish to end a session on PAX ONLINE, you should use the "Logout" command; close all open PAX ONLINE Web browser windows and close your Web browser. IN NO EVENT WILL MERRILL LYNCH BE LIABLE FOR ANY DECISION, ACTION OR INACTION MADE OR TAKEN BY YOU IN RELIANCE ON ANY INFORMATION OR DATA ON PAX ONLINE
ENTITLED ACCESS; SECURITY PROCEDURES; YOUR OBLIGATIONS WITH RESPECT TO INSTRUCTIONS
ML Pro, acting in the capacity of operator of PAX ONLINE, and at the request of one or more of its operating units, affiliates, direct and indirect subsidiaries or related companies, may grant access to certain portions of PAX ONLINE exclusively on an entitlement basis ("Entitled Access"). If ML Pro provides you with Entitled Access, ML Pro will issue to you, or direct that you be issued, one or more User Ids, passwords, Digital Certificates, access codes, tokens or other identification or security device (collectively "Security Procedures") as means to authenticate your identity. You agree to abide by and use whatever Security Procedures and requirements ML Pro deems necessary and appropriate.
You are the only person authorized to use your Security Procedures in order to access PAX ONLINE, and you shall be responsible at all times for exercising security controls over all Security Procedures entrusted to you. You are expected to control access to, and monitor use of, any and all hardware and software which are part of, or used in connection with, the Security Procedures, including changing passwords as necessary. You agree to refrain from disseminating any and all Security Procedures. Where possible, we recommend that you password protect your Security Procedures. You also agree not to use any information or applications that you have not been authorized to use. Merrill Lynch shall not be liable for any Damages arising from any unauthorized use of your access device or from the installation on your access device of any software not approved by Merrill Lynch. If your access device is lost or stolen, or if your security becomes otherwise compromised, please contact PAX ONLINE Client Services Team immediately.
You are responsible for any and all forms of interaction by electronic means through PAX ONLINE associated with your Security Procedures ("Instruction"), and such Instructions shall be conclusive, final and binding on your part. Instructions shall be subject to applicable federal, state, national and local laws, the regulations of all applicable federal, state, national, local and self-regulatory agencies or authorities, including, but not limited to, the various exchanges and the constitution, rules and customs of the exchange or contract market (and its clearing house, if any) to which an Instruction may relate (collectively, "Applicable Law").
Merrill Lynch is entitled to rely upon the assumption that all Instructions from a user authorized to access PAX ONLINE on behalf of a Firm ("Authorized User") will originate from the country (including state, province or other jurisdiction) that we have associated with such user on our records.
By designating an Authorized User, a Firm represents and warrants that each Instruction is and will be: (a) appropriate in view of such Firm's sophistication, security controls and financial status; (b) in compliance with all Applicable Law; and (c) conducted in accordance with the Firm's applicable governance requirements, and all applicable internal, policies or procedures.
Each Firm agrees to designate one or more persons to be responsible for notifying Merrill Lynch immediately: (a) if the level of Entitled Access granted or available to an Authorized User is not appropriate; or (b) of any changes in Authorized Users or the permissible level of Entitled Access for any Authorized User. No modification or termination of Entitled Access to the Firm or an Authorized User shall invalidate, retract or supersede any Instruction entered into before such modification or termination becomes effective. You agree to hold Merrill Lynch, its directors, officers, employees, agents and consultants (collectively, "Other Persons") harmless and to indemnify Merrill Lynch and all Other Persons against any Damages arising from any Instruction, whether authorized or unauthorized by you. The obligations under this paragraph shall be in addition to, and not a limitation of, any and all obligations arising under Applicable Law and any and all agreements you may have with Merrill Lynch
All content and information contained within PAX ONLINE or delivered to you in connection with your use of PAX ONLINE (including all text, data, graphics, audio, video, icons, software code and trade secrets, as well as the overall organization, design, look, feel and appearance of PAX ONLINE) (collectively, "PAX ONLINE Content") is protected, whether or not marked with a notice, under applicable patent, copyright, trademark and other proprietary (including intellectual property) rights, including, U.S. and international copyright laws, both as individual works and as a compilation. Merrill Lynch does not waive any of its proprietary rights in PAX ONLINE or in any PAX ONLINE Content, including copyrights, trademarks and other intellectual property rights. The availability of any PAX ONLINE Content shall not under any circumstance constitute a transfer of any copyrights, trademarks or other intellectual property rights of Merrill Lynch or any of its licensor's to any PAX ONLINE user or any third party.
You may not sell, publish, reproduce, distribute, re-transmit, sublicense, assign, time-share, lease, convey, copy, translate, convert to another programming language, decompile, disassemble, modify or change (by use of an html "frame" or otherwise), including postings to newsgroups, mail lists or electronic bulletin boards, any portion of PAX ONLINE or any PAX ONLINE Content without the prior written consent of Merrill Lynch. You may, however, without conveying any broader rights than the rights you are conveyed hereunder, on an occasional and irregular basis, disseminate an insubstantial portion of the information from PAX ONLINE and you may display, store and print data, statistics, views, recommendations, reports, account information or other information received through or in connection with your use of PAX ONLINE, in each case without charge, provided that, in each case, such information is only for your internal business use, is subject to applicable law and regulations, is transmitted to a limited number of individuals within your organization or firm and includes all copyright and other proprietary rights notices in the same form in which the notices appear on PAX ONLINE, with original source attribution, accompanied with the phrase "Used with permission from Merrill Lynch." You shall not remove or obscure any copyright or other notices or legends contained in any information, content or software downloaded from PAX ONLINE.
PAX ONLINE is delivered by means of software and electronic access products or services made available to you by Merrill Lynch and various unaffiliated vendors. By accepting and using such software and electronic access products or services, you agree to the non-exclusive, non-transferable software licenses and service agreements to use, for your internal business purposes only, such software and electronic access services. In certain cases, software licenses and service agreements may appear on screen when you install or sign on to specific applications or download software in order to access specific functionality. Merrill Lynch bears no responsibility or liability for your use of any third party vendor's software, products, services or equipment.
IMPORTANT TRADEMARK INFORMATION
Click here to review important information regarding Merrill Lynch and non-Merrill Lynch trademarks that are displayed within PAX ONLINE. Such information is incorporated herein by reference and made a part hereof.
USE OF CALCULATORS AND RELATED TOOLS
PAX ONLINE may contain calculators or similar analytical tools (each a "Calculator," collectively "Calculators") to facilitate your consideration of hypothetical scenarios. The use of Calculators is entirely at your discretion, under your control and at your own risk. Calculators are not intended to replace your own internal business processes for evaluating proposed transactions. Calculators may not reflect analytical models or assumptions actually used by Merrill Lynch or other market participants, and may not be representative of internal valuations employed, or trading decisions made, by Merrill Lynch for its own purposes. Therefore, calculations may not represent fair market values for any instruments. There is no assurance that hypothetical results will be equal to actual performance under any market conditions. Merrill Lynch makes no representation or warranty regarding Calculators, or the appropriateness of calculations obtained by you. Merrill Lynch will not be responsible or liable for any Damages that arise from your use of, or reliance on, a Calculator.
PAX ONLINE allows authorized users to view online data, including trade history and account allocations, relating to accounts maintained by Merrill Lynch. All account data shown is provided as a convenience and for your information, but is not the official notice or record of a customer's account activity with Merrill Lynch. Your account notices and account statements remain the official form of notice or record. Merrill Lynch does not guarantee delivery of notices or statements through PAX ONLINE, or the completeness of the information provided therein. Therefore, any and all account data provided through PAX ONLINE is subject to adjustment and correction, and should not be relied upon for taking any action without prior confirmation of its accuracy with your Merrill Lynch representative. Merrill Lynch will not be responsible or liable for any Damage that could result from your taking any action without confirming the accuracy of the account data provided via PAX ONLINE.
COMMUNICATIONS WITH MERRILL LYNCH
Electronic communications or messaging functionality may be provided to you through PAX ONLINE only as a convenience and to enhance communications between you and Merrill Lynch. Because of the current limitations on such communications (such as reliability of delivery, timeliness, security, etc.), you agree that you will use your judgment in utilizing these methods of communication with Merrill Lynch and will not request, authorize or effect any transactions, to send fund transfer instructions or account information or for any other communications that require more formal written authorization in accordance with applicable law or Merrill Lynch policies. Any such requests, orders, or instructions that you send in contravention of the foregoing may not be accepted or processed by Merrill Lynch, and Merrill Lynch will not be responsible for any Damages arising from your requests, orders or instructions not being so accepted or processed.
You acknowledge and agree that Merrill Lynch, in its sole discretion, may monitor and tape record any and all telephone conversations from or to you concerning PAX ONLINE and that such monitoring and recording may be done in the regular course of business. Electronic communications and Instructions transmitted by you onto or via PAX ONLINE, including e-mail, instant messages, SMS messages and clickstream information will be: (a) recorded and archived in accordance with applicable laws and regulations and Merrill Lynch policies; and (b) available for review by Merrill Lynch managers and compliance personnel as well as by regulatory examiners. You agree to hold harmless and to indemnify Merrill Lynch and all Other Persons against any Damages arising from the unauthorized use or misappropriation of any and all information that you so transmit.
PAX ONLINE may allow you to download on-screen information or reports in machine-readable formats, including Adobe® Portable Document Format (PDF), Microsoft ® Excel or CSV. Such downloads may comprise the results of product database searches, indicative pricing information or summary information about your accounts with Merrill Lynch. All downloadable information is provided for your information and convenience, and it is neither an offer to buy or sell at any particular price nor an official statement or record of your account activity with Merrill Lynch. While the information offered in downloadable formats is believed to be accurate when posted, Merrill Lynch does not assume responsibility for the accuracy, completeness or timeliness of such information at any particular time. Indicative pricing information is not suitable for trading and should not be relied on for marking to market product holdings. In all cases, your account statement remains the official record of your account activity with Merrill Lynch. You must not rely upon downloaded data without first confirming its accuracy and completeness with your designated Merrill Lynch representative. Merrill Lynch will not be responsible for any Damages arising from your reliance on any downloaded data provided through PAX ONLINE.
PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Merrill Lynch respects the intellectual property of others and asks that those posting content to PAX ONLINE do the same. It is the policy of Merrill Lynch to respond expeditiously to claims of intellectual property infringement by promptly processing and investigating notices of alleged infringement and taking appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws.
If you believe that your copyrighted work is accessible on PAX ONLINE in a way that constitutes copyright infringement, you may notify us by providing our Copyright Agent with the following information: (a) the electronic or physical signature of the owner of the copyright or of the person a (b) identification of the copyrighted work or other intellectual property that you claim is being infringed; (c) identification of the material that you claim is infringing; (d) identification of the URL or other specific location on PAX ONLINE where the material that you claim is infringing is located (please be as specific as possible); (e) your name, address, telephone number, and email address; (f) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (g) a statement by you, made under penalty of perjury, that the information in your Notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
Merrill Lynch's Agent for Notice of claims of copyright infringement on PAX ONLINE can be reached as follows (please put "notice of alleged infringement" in the subject line of all such notifications): (a) By mail: Merrill Lynch & Co., Inc., Office of General Counsel, Corporate Law Department, 222 Broadway, 17th floor, New York, NY 10038; (b) By phone: (212) 670-0197; or (c) By email: patrick_romain@ml.com.
ALTHOUGH CERTAIN PRODUCTS AVAILABLE ON OR THROUGH PAX ONLINE ARE PROVIDED BY AND AVAILABLE ONLY FROM MERRILL LYNCH AFFILIATES LOCATED OUTSIDE THE U.S., MERRILL LYNCH OPERATES PAX ONLINE IN ITS OFFICES IN THE U.S. THOSE WHO CHOOSE TO ACCESS PAX ONLINE DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. THESE TERMS OF USE WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, U.S., WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. All areas of PAX ONLINE which are required to be provided to you by a U.S. registered broker-dealer are deemed to be provided to you by ML Pro or another Merrill Lynch U.S. registered broker-dealer. All transactions executed through PAX ONLINE, which are required to be transacted through a U.S. registered broker-dealer will be transacted through ML Pro or another Merrill Lynch U.S. registered broker-dealer. ML Pro is a broker-dealer registered in all 50 states as well as in the District of Columbia and Puerto Rico, and is a member of the New York Stock Exchange, Inc., the National Association of Securities Dealers, Inc. and the Securities Investor Protection Corporation (SIPC).
INTERPRETATION OF THESE TERMS OF USE; TRANSLATIONS; P3P POLICY
These Terms of Use and any other agreements relating to your use of PAX ONLINE shall be interpreted by reference to the English language versions thereof, even if you were provided with a version of such writing translated into a language other than English. You understand and agree that any and all non-English language translated versions of these Terms of Use and any other agreements relating to your use of PAX ONLINE may not be up to date or exact translations of the English language version, and, even if accepted by you, are intended for convenience purposes only and not as controlling versions of such writings.
Any P3P compact privacy policy ("P3P Policy") posted on PAX ONLINE is posted solely for your convenience. We have used reasonable efforts to ensure that P3P Policies posted on PAX ONLINE conform to PAX ONLINE English language Privacy Statement contained within the Terms of Use ("PAX ONLINE Privacy Statement"). However, any P3P policy has certain limitations you should understand. P3P is, by its nature, merely a high level approximation and/or summary of certain limited aspects of PAX ONLINE Privacy Statement. Moreover, the P3P standard is relatively new and still evolving, and different P3P translators may produce different English language translations of any P3P Policy. As a result, you understand and agree that PAX ONLINE Privacy Statement is the definitive statement of PAX ONLINE privacy policies and practices and that, as between any P3P Policy posted on PAX ONLINE and PAX ONLINE Privacy Statement, PAX ONLINE Privacy Statement shall control on all such issues.
If any specific term or condition of these Terms of Use is held to be invalid, void or unenforceable, that determination shall not affect the validity of the remaining provisions of these Terms of Use. Headings used in these Terms of Use are for convenience, are not substantive and shall not be used to interpret or construe any of the provisions contained in these Terms of Use. When used in these Terms of Use the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation".
To view our Online Privacy Statement, which is incorporated herein by reference, Click here. By (a) agreeing to the Terms of Use, which include the Online Privacy Statement, or (b) by using PAX ONLINE, and, in either case, providing any personal information that may be required, invited or otherwise collected by us, you freely consent to Merrill Lynch processing your personal information for the purposes set out in the Online Privacy Statement, and you also consent to the transfer of your personal information for such purposes to any Merrill Lynch entity wherever such entity may from time to time be located and to any third parties as described in the Online Privacy Statement. If you do not wish to have your personal information processed for any or all of such purposes, you should not use PAX ONLINE.
SUPPLEMENTAL TERMS RELATING TO TRADING CAPABILITIES
In the U.S. and certain other jurisdictions, applicable laws may prevent users of PAX ONLINE from effecting transactions except through entities licensed in such jurisdiction. The information provided to you by PAX ONLINE is made available to you by the Merrill Lynch affiliate(s) authorized to make such information available to you in your jurisdiction. If you wish to effect a transaction, you must use the services of a Merrill Lynch affiliate authorized to effect such a transaction for you.
Unless a product is exempt from filing with, or authorization, approval, registration or qualification by, a governmental authority or regulatory agency under the law and regulations in each jurisdiction in which the Product is offered, any required documentation has been or will be filed in compliance with applicable law and regulations. We may not sell products that are required to be approved, registered or otherwise qualified until the necessary approvals, registrations or qualifications have been obtained or are deemed effective. You should read the preliminary prospectus or other relevant offering or disclosure documents for complete information about an issue. Merrill Lynch may trade for its own accounts as odd-lot dealer, market maker, block positioner, specialist and/or arbitrageur in any product or in related investments, and may be on the opposite side of orders or trades. Merrill Lynch, its directors, officers, employees and employee benefit programs may have a long or short position in any product or in related investments. Merrill Lynch may from time to time perform investment banking or other services for, or solicit investment banking or other business from, any entity mentioned on PAX ONLINE.
If you are not entitled to trade a financial instrument via PAX ONLINE, then: (a) any prices and quantities displayed with respect to such financial instrument, even if labeled "firm," should not be deemed by you to constitute a bid or offer by Merrill Lynch and (b) even if the price or quantity with respect to such financial instrument is labeled as a "firm" price or quantity, you should deem such price or quantity to be indicative. As further explained in these Terms of Use, (x) indicative prices and quantities are suitable only for information purposes and should not be considered suitable for trading purposes; (y) all indicative prices and quantities displayed with respect to such financial instrument are subject to market conditions and negotiation; and (z) there is no assurance that indicative prices or quantities will be equal to actual trading prices or quantities.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
PAX ONLINE may display certain real-time and/or delayed quotes, news or other financial market information (collectively "Market Information") that has been independently obtained from third party financial market information services, financial publishers, various financial markets including stock exchanges and their affiliates and other providers (collectively "Market Information Providers") and has been provided to PAX ONLINE via various third party market information transmitters ("Market Information Transmitters"). We do not guarantee or certify the accuracy, completeness, timeliness or correct sequencing of the Market Information made available on or through PAX ONLINE. You agree that neither Merrill Lynch nor the Market Information Providers nor the Market Information Transmitters shall be liable in any way for the accuracy, completeness, timeliness or correct sequencing of any Market Information, or for any decision made or action taken by you relying upon any Market Information. To receive Market Information you may need to have or enter into separate agreements with certain Market Information Providers and/or Market Information Transmitters.
SYSTEM RESPONSE TIMES MAY VARY DUE TO MARKET CONDITIONS, SYSTEM PERFORMANCE, ACCESS DEVICE LOCATION OR OTHER FACTORS. During times of heavy trading volume, orders placed through PAX ONLINE may take longer than normal to execute. The information available on or through PAX ONLINE is subject to change without notice. Merrill Lynch expressly disclaims any obligation to keep the information available on or through PAX ONLINE up to date, free of errors or viruses or to maintain uninterrupted access. Merrill Lynch may stop producing or updating any part of PAX ONLINE without notice. Some of the screens on PAX ONLINE do not automatically refresh themselves. Information may change at any time while you are viewing a screen, but your screen view may not be updated to reflect a change in information. You are responsible for ensuring that you are viewing the most current data on any and all screens. Merrill Lynch shall not be responsible for the display on your access device screen of the information contained on PAX ONLINE. At all times, you should be aware of the possibility of, and be responsible for, incomplete screen views or printouts. You are responsible for scrolling your viewing screens up, down and sideways to ensure that you are viewing or printing all portions of pertinent pages. You must be particularly careful when viewing PAX ONLINE through a link from any third party or through any frames, and should be mindful that the default viewing preferences of your browser or your access device may not show entire pages. Merrill Lynch assumes no responsibility to provide any training regarding the use of PAX ONLINE. If any training is provided, it shall be for convenience purposes only and without liability.
NOTHING CONTAINED HEREIN SHALL LIMIT, OR IN ANY WAY EFFECT, ANY LIABILITY MERRILL LYNCH MAY OTHERWISE HAVE UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, EACH AS AMENDED, OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OR UNDER ANY OTHER APPLICABLE REGULATION, RULE OR LAW.
RISK RATINGS; QUALITY RATINGS; INVESTMENT OPINIONS
A risk rating is not a recommendation to purchase, hold or sell any Product. A risk rating displayed on PAX ONLINE may be changed, superseded or withdrawn at any time. You should independently check current risk ratings before making any decision relying upon a risk rating displayed on PAX ONLINE.
PAX ONLINE may contain Merrill Lynch Research's quality ratings and investment opinions. Such quality ratings and investment opinions, as well as any other ratings or opinions which may appear on PAX ONLINE, constitute the judgment of certain individuals, are subject to change without notice, and do not constitute legal, accounting, tax or investment advice, or a solicitation or recommendation by Merrill Lynch for the purchase or sale of any product, or a representation that any investment strategy or product is suitable for you. In preparing such quality ratings and investment opinions, Merrill Lynch did not take into account the investment objectives, financial situation or particular needs of any particular person.
You should consider whether an investment strategy or the purchase or sale of any product is appropriate for you in the light of your particular investment needs, objectives and financial circumstances. Questions regarding the suitability of an investment for your specific financial and tax situation should be referred to your financial and tax advisers. Certain investment strategies and products featured on PAX ONLINE may not be available or suitable to all persons. Levels and bases of taxation may change. Past performance is not indicative of future results.
CREDIT RATINGS
This Section of these Terms of Use relates to the display of and your use of all credit ratings, including those of Moody's and S&P, within PAX ONLINE (collectively, "Credit Ratings"). If any provision of this Section of these Terms of Use is inconsistent with any other provision of these Terms of Use, then the provision contained within this Section shall control. You agree that Credit Ratings displayed on PAX ONLINE are proprietary to the owners thereof, and are provided for your use in accordance with these Terms of Use.
NO CREDIT RATINGS FURNISHED ON PAX ONLINE MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, REDISTRIBUTED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY YOU OR ANY OTHER PERSON OR ENTITY, WITHOUT THE PRIOR WRITTEN CONSENT OF ITS LICENSOR; PROVIDED, HOWEVER, THAT YOU MAY DISPLAY, STORE, DOWNLOAD, MANIPULATE AND PRINT CREDIT RATINGS DISPLAYED ON PAX ONLINE, PROVIDED THAT, IN EACH INSTANCE: (A) YOU USE ONLY LIMITED PORTIONS OF SUCH CREDIT RATINGS; (B) SUCH USE IS ALWAYS INCIDENTAL AND ANCILLARY TO YOUR USE OF OTHER MERRILL LYNCH DATA; (C) SUCH CREDIT RATINGS ALWAYS STAY ASSOCIATED WITH RELATED MERRILL LYNCH PRICING AND/OR OTHER CONTENT; (D) SUCH USE IS SOLELY FOR YOUR INTERNAL BUSINESS PURPOSES AND NOT FOR REDISTRIBUTION OR REPUBLICATION OF ANY KIND; AND (E) YOU INCLUDE ALL COPYRIGHT AND OTHER PROPRIETARY RIGHTS NOTICES IN THE SAME FORM IN WHICH THE NOTICES APPEAR ON PAX ONLINE. Credit Ratings are obtained from sources believed by Merrill Lynch to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, Credit Ratings are provided "AS IS" without warranty of any kind, and MERRILL LYNCH AND THE CREDIT RATING LICENSORS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATINGS. Under no circumstance shall Merrill Lynch or the Credit Rating licensors have any liability to you or any other person or entity for (a) any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Merrill Lynch or any of its directors, officers, employees or agents, or licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Credit Ratings, or (b) any indirect, special, consequential, incidental or compensatory damages whatsoever (including, without limitation, lost profits), even if MERRILL LYNCH or the licensors shall have been advised in advance of the possibility of such damages, in either case caused by, resulting from or relating to the use of, or inability to use, any CREDIT RATING. Notwithstanding anything herein, you expressly agree that the aggregate amount payable to you for any Damages arising out of your use of the Credit Ratings provided on PAX ONLINE shall not exceed the price paid by you for the service. Credit Ratings displayed on PAX ONLINE are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell, or hold any securities. Each Credit Rating or other opinion must be weighted solely as one factor in any investment decision made by or on behalf of you, and you must accordingly make your own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding, or selling.
You agree and acknowledge that Credit Ratings are and shall remain the valuable intellectual property owned by, or licensed to, the provider thereof, and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. You agree that in the event of any misappropriation or misuse, Merrill Lynch and/or the respective Credit Ratings licensors, as applicable, shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which they may be entitled. You agree and acknowledge that the CUSIP Database is and shall remain the valuable intellectual property owned by, or licensed to, Standard & Poor's CUSIP Service Bureau ("CSB") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. You agree that misappropriation or misuse of such materials shall cause serious damage to CSB and ABA and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, you agree that in the event of any misappropriation or misuse, Merrill Lynch and/or CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which they may be entitled. The status of any Credit Rating provided within PAX ONLINE may be changed at any time. Credit Ratings are not updated on a real-time basis and you should verify the current status of any Credit Rating before relying on it to make an investment decision. The Credit Rating information shown within PAX ONLINE does not reflect any "watch" status that may be associated with the Credit Ratings.
Pursuant to Rule 204-3 promulgated by the Securities and Exchange Commission under the Investment Advisers Act of 1940, Moody's hereby offers to deliver without charge to each of its customers, upon written request, either: (a) a copy of Part II of its Form ADV complying with §275.204-1(b) under said Act; or (b) a written document containing at least the information then so required by Part II of Form ADV. Pursuant to Section 17(b) of the Securities Act of 1933, Moody's hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody's have, prior to assignment of any rating, agreed to pay to Moody's for the appraisal and rating services rendered by it fees ranging from $1,500 to $1,500,000. To request such information, please contact Moody's directly.
CUSIP Database
You agree and acknowledge that the CUSIP Database is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Service Bureau, Standard & Poor's ("CSB") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to you by virtue of the availability of the CUSIP Database contained in PAX ONLINE. Any use by you outside of the clearing and settlement of transactions requires a license from the CSB, along with an associated fee based on usage. Specifically, you shall not publish or distribute in any medium the CUSIP Database or any information contained therein to any person or entity except in connection with the normal clearing and settlement of security transactions. You further agree that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the services provided by CSB.
Neither CSB, ABA nor any of their affiliates make any warranties, express or implied, as to the accuracy, adequacy or completeness of any of the CUSIP Database contained in PAX ONLINE, including, without limitation, any warranties of merchantability or fitness for a particular purpose or use. In no event shall the CSB, ABA or any of their affiliates pursuant to any cause of action have any liability for any errors or omissions in the CUSIP Database nor shall they be liable for any damages, whether direct or indirect, special or consequential resulting therefrom.
CONSIDERATIONS FOR USERS OUTSIDE THE U.S.
None of the Products referred to on PAX ONLINE are available, and offering documentation in respect of them will not be distributed, to persons resident in any jurisdiction where: (a) its distribution or use would be contrary to law or regulation; or (b) there is no Merrill Lynch affiliate authorized to distribute such information. Registration and account opening requirements will vary among jurisdictions and will be conducted only in compliance with applicable local law and regulations. The information contained within the publicly accessible portions of PAX ONLINE is general in nature, and is not intended to, and does not, constitute an offer or a solicitation to enter into any type of financial transaction.
PAX ONLINE provides real-time and previous day closing pricing quotes and other market data related information (collectively “Market Data”) as a service to Merrill Lynch clients. This Market Data is provided via a third party vendor. Merrill Lynch is not soliciting any action based upon it. The Information is indicative only and does not constitute bids or offers to enter into the types of transactions shown at any particular price. This Section of these Terms of Use relates to the display of and your use of all Market Data, including those of Reuters Bridge Network and the Options Price Reporting Authority, within PAX ONLINE. If any provision of this Section of these Terms of Use is inconsistent with any other provision of these Terms of Use, then the provision contained within this Section shall control. You agree that Market Data displayed on PAX ONLINE is proprietary to the owners thereof, and are provided for your use in accordance with these Terms of Use.
NO MARKET DATA FURNISHED ON PAX ONLINE MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, DISTRIBUTED, REDISTRIBUTED, SOLD, RESOLD, LEASED, RENTED, LICENSED, SUBLICENSED, ALTERED, MODIFIED, ADAPTED, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY YOU OR ANY OTHER PERSON OR ENTITY, WITHOUT THE PRIOR WRITTEN CONSENT OF ITS LICENSOR; PROVIDED, HOWEVER, THAT YOU MAY DISPLAY, STORE, DOWNLOAD, MANIPULATE AND PRINT MARKET DATA DISPLAYED ON PAX ONLINE, PROVIDED THAT, IN EACH INSTANCE: (A) YOU USE ONLY LIMITED PORTIONS OF SUCH MARKET DATA; (B) SUCH USE IS ALWAYS INCIDENTAL AND ANCILLARY TO YOUR USE OF OTHER MERRILL LYNCH DATA; (C) SUCH MARKET DATA ALWAYS STAY ASSOCIATED WITH RELATED MERRILL LYNCH PRICING AND/OR OTHER CONTENT; (D) SUCH USE IS SOLELY FOR YOUR INTERNAL BUSINESS PURPOSES AND NOT FOR REDISTRIBUTION OR REPUBLICATION OF ANY KIND; AND (E) YOU INCLUDE ALL COPYRIGHT AND OTHER PROPRIETARY RIGHTS NOTICES IN THE SAME FORM IN WHICH THE NOTICES APPEAR ON PAX ONLINE. Market Data is obtained from sources believed by Merrill Lynch to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, Market Data are provided "AS IS" without warranty of any kind, and MERRILL LYNCH AND THE MARKET DATA LICENSORS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO YOU OR ANY OTHER PERSON OR ENTITY AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY MARKET DATA. Under no circumstance shall Merrill Lynch or the Market Data licensors have any liability to you or any other person or entity for (a) any loss, damage or other injury in whole or in part caused by, resulting from or relating to, any error (negligent or otherwise), or any other circumstance or contingency within or outside the control of Merrill Lynch or any of its directors, officers, employees or agents, or licensors, in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any Market Data, or (b) any indirect, special, consequential, incidental or compensatory damages whatsoever (including, without limitation, lost profits), even if Merrill Lynch or the licensors shall have been advised in advance of the possibility of such damages, in either case caused by, resulting from or relating to the use of, or inability to use, any Market Data. Notwithstanding anything herein, you expressly agree that the aggregate amount payable to you for any Damages arising out of your use of the Market Data provided on PAX ONLINE shall not exceed the price paid by you for the service. Market Data displayed on PAX ONLINE are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell, or hold any securities. Each Market Data or other opinion must be weighted solely as one factor in any investment decision made by or on behalf of you, and you must accordingly make your own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding, or selling.
You agree and acknowledge that Market Data are and shall remain the valuable intellectual property owned by, or licensed to, the provider thereof, and that no proprietary rights are being transferred to you in such materials or in any of the information contained therein. You agree that in the event of any misappropriation or misuse, Merrill Lynch and/or the respective Market Data licensors, as applicable, shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which they may be entitled.