Dashboard user agreement
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING THE AGREE BUTTON BELOW
BY CLICKING THE AGREE BUTTON BELOW, YOU REPRESENT THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU EITHER HAVE THE LEGAL AUTHORITY TO BIND CLIENT, OR YOU HAVE PERMISSION TO ACT AS CLIENT’S USER OR PROSPECTIVE CLIENT’S USER, TO AGREE TO THIS AGREEMENT; AND (3) ALL INFORMATION THAT YOU PROVIDE TO MANULIFE INVESTMENT MANAGEMENT IS TRUE AND ACCURATE, INCLUDING YOUR IDENTITY, ACCOUNT INFORMATION, AND INFORMATION ABOUT YOU OR CLIENT. IF YOU DO NOT HAVE THE AUTHORITY TO BIND, OR AGREE TO THESE TERMS AS A USER OF, CLIENT, DO NOT ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT SELECT “CANCEL”. NOTE THAT IF YOU REJECT THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ACCESS TO THE DASHBOARD.
Access. Subject to the terms and conditions of this Agreement, Manulife Investment Management will make the Dashboard available to Client and Users in accordance with this Agreement. You may also create an account and use the Dashboard on a limited basis for the purpose of evaluating this website. In this case, references to Client will not apply to you and you will have limited access and functionality during such period and will only be considered a “User” for purposes reasonably related to your limited access to the Dashboard.
Client Responsibilities. If Client has the ability to issue instructions to Manulife Investment Management, Client is solely responsible for any and all instructions that Users issue to Manulife Investment Management through the Dashboard regarding managing Client’s funds and investment accounts, including any cash trade notifications provided to Manulife Investment Management through the Dashboard. Client is responsible for ensuring and confirming the accuracy of any reports and any other data or results generated, created, or output by the Dashboard prior to use. Client is also responsible for ensuring and confirming the accuracy of any trade confirmations generated as a result of a cash trade notification provided to Manulife Investment Management through the Dashboard. Client will limit use of the Dashboard solely to those of Client’s employees, independent contractors and Client’s other authorized parties whose duties require such use.
Security. Client is solely responsible for the security and confidentiality of any usernames or passwords granted to Client for its Users to access the Dashboard. Client is responsible for any authorized or unauthorized access or use of Client’s Users’ accounts by any person. Client has the affirmative responsibility to monitor and control access to Client’s and Client’s Users’ accounts and account information, and to notify Manulife Investment Management of changes in authority, status, or permissions granted to authorized personnel. Manulife Investment Management can and will assume all Users remain authorized until notice in writing is received by Client’s Manulife Investment Management Relationship Manager. Client will notify Manulife Investment Management immediately if at any time Client learns or suspects that any of Client’s Users’ account information has been disclosed or otherwise made known to any person other than the relevant user.
User Compliance. Client is solely responsible for Client’s Users’ compliance with the terms of this Agreement and use of the Dashboard. Any breach by a User of any term of this Agreement will be deemed Client’s breach of this Agreement.
Ownership. The Dashboard is Manulife Investment Management’s intellectual property. Client and its Users may use the Dashboard as permitted herein and may not otherwise disclose, modify, adapt, translate, or create derivative works based on the Dashboard or any portion or component thereof without the prior written consent of Manulife Investment Management. As between the parties, Manulife Investment Management owns all right, title, and interest in and to the Dashboard and data provided through the Dashboard, all ancillary and interface software, all current and future enhancements, revisions, new releases, and updates thereof, any derivative works based thereon and all documentation thereto.
Prohibitions. Client is responsible for any and all acts and omissions that occur under each of its Users’ accounts, and Client and Users agree not to engage in unacceptable use of the Dashboard, which includes, without limitation, use of the Dashboard to: (a) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (b) disseminate, store, or transmit files, graphics, software, or other material that actually or potentially infringes the intellectual property or other rights of any person; (c) interfere, disrupt, or attempt to gain unauthorized access to other accounts on the Dashboard or any other computer network; (d) disseminate, store, or transmit viruses, worms, Trojan horses, or any other malicious code or programs; (e) disseminate or otherwise make available any proprietary documents or materials made available through the Dashboard to third parties unrelated to Client’s internal business needs without Manulife Investment Management’s prior written consent; (f) gain competitive intelligence about Manulife Investment Management, the Dashboard, or any product or service offered by Manulife Investment Management, to develop competitive products or services or to otherwise compete with Manulife Investment Management; (g) violate any statute, law, rule, regulation, or the legal rights of a third person; (h) disrupt use of the Dashboard by others or to gain unauthorized access to Manulife Investment Management’s or any third party’s systems or network; and/or (i) allowing or permitting any third party to do any of the foregoing. Client is expressly prohibited from unbundling, assigning, transferring, displaying, distributing, renting, reselling, or leasing the Dashboard, or any portion or component thereof.
Suspension. Manulife Investment Management may immediately suspend provision of any Dashboard or terminate this Agreement upon written notice to Client. Manulife Investment Management may, at any time and without prior notice, suspend or termination the access for any individual User.
No Recommendation. Client understands and agrees that the Dashboard is intended for use by institutional investors (Client) and its Users (including consultants who have been granted authority to act as agents) only and that the Dashboard content does not constitute a recommendation to any person of any service or product offered by Manulife Investment Management. Client alone will bear the sole responsibility of evaluating the merits and risks associated with the use of the Dashboard. Some of the Dashboard content may contain actual performance data from funds or separate accounts managed by Manulife Investment Management. Such performance data is based on historical earnings and is not intended to indicate future performance. Any investment return and principal value of an investment will fluctuate such that an investor's investments, when sold, may be worth more or less than its original cost.
Disclaimers; No Warranties. The Dashboard is provided “as is” without warranty of any kind and Manulife Investment Management hereby disclaims any warranties, express or implied, relating to the Dashboard provided pursuant to this Agreement, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any warranty, guarantee, or representation regarding the use, or the results of the use, of the Dashboard in terms of correctness, accuracy, reliability or otherwise. Manulife Investment Management does not warrant that the Dashboard or any data on the Dashboard will be error-free. Client acknowledges and agrees that certain data is provided by Client, Users, and other sources, and Manulife Investment Management does not verify, error-check, or warrant the accuracy or fitness of any such information.
Except for its reasonable measures taken to protect the confidentiality, integrity, and availability of information and data, MANULIFE INVESTMENT MANAGEMENT DOES NOT REPRESENT, PROMISE, WARRANT, OR GUARANTEE THE PRIVACY OR SECURITY OF ANY TRANSMISSION OR OF ANY DATA, WHETHER AT REST OR TRANSPORTED VIA THE INTERNET OR NETWORK SERVICES, OR OTHERWISE, AND CLIENT ACKNOWLEDGES THAT THE INTERNET AND NETWORK SERVICES AND CLIENT’S ACCESS TO AND USE OF THE PLATFORM IS CAPABLE OF BEING INTERCEPTED BY THIRD PARTIES WITHOUT THE KNOWLEDGE OR PERMISSION OF MANULIFE INVESTMENT MANAGEMENT AND ITS LICENSORS AND SUPPLIERS. MANULIFE INVESTMENT MANAGEMENT AND ITS LICENSORS AND SUPPLIERS ARE NOT AND SHALL NOT BE LIABLE TO CLIENT FOR ANY INTERCEPTION OR UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM DASHBOARD OR ANY DATA, WHETHER IN TRANSMISSION OR AT REST, OR ANY LACK OF PRIVACY OR SECURITY.
Other Agreements – Cash Trade Notifications. The Client understands, acknowledges and agrees that the terms and conditions of any subscription and/or redemption initiated pursuant to a cash trade notification will remain governed by and subject to the Client’s Existing Client Agreement, as applicable, as well as the applicable fund’s offering memorandum, declaration of trust, limited partnership agreement or other constating document (collectively, the “Fund Documents”) and applicable laws. The Client further understands, acknowledges and agrees that in the event of any conflict or inconsistency between a cash flow notification (including related information provided on the Dashboard), this Agreement and the Fund Documents, the provisions of the Fund Documents shall govern.
Limitation of Liability. Under no circumstances will Manulife Investment Management or any of its third party subcontractors or providers be liable to Client or Users or to any third party for any indirect, incidental, consequential, special or punitive damages for any matter arising from or relating to this Agreement, whether such liability is asserted on the basis of contract, tort, or otherwise and even if Manulife Investment Management was informed of the possibility of such damages. The disclaimer of warranties and the limitation of liability and remedy are a reflection of the risks assumed by the parties in order for Manulife Investment Management to provide, and for Client and Users to obtain access to, the Dashboard.
Indemnification. Client agrees to defend, indemnify and hold harmless Manulife Investment Management, its affiliates, and all of its and their officers, directors, agents, suppliers, and licensors from and against any and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to (a) Client’s or Users’ use of the Dashboard or any content on or linked to from the Dashboard, including, but not limited to, any claim by a third party and/or (b) Client’s or Users’ breach of this Agreement. Manulife Investment Management reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will assist and cooperate with Manulife Investment Management in asserting any available defenses.
Assignment. Client may not assign this Agreement or Client’s rights hereunder without Manulife Investment Management’s prior written consent. Any attempted assignment without such consent shall be null and void.
Term. The term of this Agreement begins upon any User’s acceptance of this Agreement by clicking “I Agree” below and is effective until terminated. Manulife Investment Management, in its sole discretion, may terminate this Agreement, and may suspend or discontinue the Dashboard, or any service to which it connects, for any reason and without prior notice. Manulife Investment Management may suspend and terminate Client’s or any or all Users’ access to the Dashboard if Manulife Investment Management believes that Client or any User has breached any provision of this Agreement. To the extent Client’s use of the Dashboard is subject to an applicable consent to participate in research, Client acknowledges that Manulife Investment Management may terminate Client’s use of the Dashboard if Client withdraws its consent. Client may terminate this Agreement by ceasing using the Dashboard. The parties hereby agree that all provisions which operate to protect the proprietary rights of Manulife Investment Management shall remain in force should breach occur, and that all terms and conditions that would, by their nature, survive the term of the Agreement will do so.
Compliance with Laws. The parties agree to comply with any and all laws and governmental requirements that apply to their respective performance under this Agreement. Client agrees that it is solely responsible for determining and complying with any and all laws and governmental requirements applicable or incident to Client’s access and use of the Dashboard, including, without limitation, data protection laws and export laws and regulations of the United States and other applicable jurisdictions in using the Dashboard.
Governing Law; Venue. This Agreement will be governed by, and be construed and enforced in accordance with, the governing laws provided in Client’s Existing Client Agreement for products or services with Manulife Investment Management. If Client is a prospect without an Existing Client Agreement, then the laws of the Commonwealth of Massachusetts and the federal laws of the United States applicable therein shall govern as to the interpretation, validity, and effect of this Agreement and any use of the Dashboard and Client hereby consents and submits to the non-exclusive jurisdiction of the state and federal courts of Massachusetts in any action or proceeding instituted under or related to this Agreement or Client’s use of the Dashboard. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules, and regulations of Massachusetts shall govern.