TERMS AND CONDITIONS OF USE – DISCLAIMER

Date Last Updated: March 15, 2023

 

THESE TERMS AND CONDITIONS OF USE – DISCLAIMER (THESE “TERMS OF USE”) ARE ISSUED BY NIPPON LIFE GLOBAL INVESTORS AMERICAS, INC. (“NLGIA”) AND APPLY TO THE WEBSITE LOCATED AT WWW.NLGIA.COM AND ALL WEBSITES AND PAGES THEREOF (EACH A “NLGIA SITE” AND COLLECTIVELY THE “NLGIA SITES”).

BY ACCESSING ANY OF THE NLGIA SITES OR ANY CONTENT YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND, AND ARE ACCEPTING AND AGREEING TO BE BOUND BY, THESE TERMS OF USE AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. For purposes of these Terms of Use, “Content” means data, information, content, documentation, opinion, advice, proposals, descriptions, statement or other materials, whether written, visual, audio, audiovisual or other information or materials that are available on or that form part of a NLGIA Site.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR OTHERWISE USE ANY NLGIA SITE OR ANY CONTENT.

THESE TERMS OF USE MAY BE REVISED BY NLGIA FROM TIME TO TIME AND AT ANY TIME WITHOUT NOTICE TO YOU. THE MOST CURRENT VERSION OF THESE TERMS OF USE WILL BE POSTED ON THE NLGIA SITES. IT IS YOUR RESPONSIBILITY TO REVIEW CAREFULLY THE THEN CURRENT TERMS OF USE EACH TIME YOU VISIT A NLGIA SITE. EACH AND EVERY TIME YOU ACCESS ANY NLGIA SITE YOU SHALL BE DEEMED TO HAVE AGREED TO THE THEN CURRENT TERMS OF USE. The version of these Terms of Use in effect at the time of your specific access to a NLGIA Site shall be the version that governs that specific access to such NLGIA Site. These Terms of Use were last updated on the date set forth above at the top of these Terms of Use.

NLGIA is a company domiciled in the United States of America, with branches and affiliated companies in multiple countries. The NLGIA Sites may contain Content relating to NLGIA and some or all of such branches and affiliated companies (such as local company descriptions, contact information and disclosures), all of which is covered by these Terms of Use. THE NLGIA SITES ARE NOT DIRECTED TO AND MAY NOT BE USED BY ANY PERSON OR ENTITY IN ANY JURISDICTION WHERE THE DIRECTION OR USE OF ANY NLGIA SITE IS PROHIBITED OR WOULD BE CONTRARY TO ANY APPLICABLE LAWS OR REGULATIONS. AS A CONDITION OF YOUR USE OF THE NLGIA SITES, YOU WARRANT THAT YOU WILL NOT USE THE NLGIA SITES FOR ANY PURPOSE THAT IS PROHIBITED BY THESE TERMS OF USE OR IS IN VIOLATION OF ANY APPLICABLE LAWS AND REGULATIONS.

 

1. No Offer; Non-Solicitation

Information contained on the NLGIA Sites and other Content is for information purposes only. No Content on the NLGIA Sites constitutes advice or an offer or a recommendation to sell or a solicitation to buy any investment product or any other product or service or to conclude any legal act or transaction of any kind whatsoever. Not all investment products or other products or services of NLGIA are available in all jurisdictions.

 

2. Accuracy of Information

NLGIA uses its discretion and reasonable efforts in compiling the NLGIA Sites and Content. NLGIA may make changes to the NLGIA Sites at any time and without notice to you. However, NLGIA shall not have and does not undertake any express or other obligation to update or revise the NLGIA Sites or the Content, regardless of new or updated information that may become available or otherwise.

In addition to the disclaimers set forth elsewhere in these Terms of Use or the NLGIA Sites, to the extent permitted by law, neither NLGIA nor any of its affiliates make any representations, warranties or guarantees as to the accuracy, completeness or the availability of the NLGIA Sites or Content, or as to any other matter. NLGIA reserves the right to add, modify, correct or remove any Content at any time without any notice to you.

 

3. Access

Your access to the NLGIA Sites may be suspended, restricted or terminated at any time and without notice or having liability to you, including, without limitation, to allow for repairs, maintenance, or the introduction of new information or facilities or functionality. In addition, NLGIA may, in its sole discretion and at any time, discontinue the NLGIA Sites, or any part thereof, without notice or having liability to you.

 

4. Forward-Looking Statements

You acknowledge that any reliance on the NLGIA Sites and the Content shall be at your sole risk. You are cautioned not to make any decisions based on the NLGIA Sites or any Content and not to place reliance on forward-looking statements reflected on the NLGIA Sites or any Content. The access to or use of the NLGIA Sites is no substitute for and does not replace professional advice. You should obtain professional advice if you have a particular question at hand. All Content is based on knowledge and facts available at the time of publication. NLGIA undertakes no obligation to publicly revise or update any forward-looking statements.

 

5. Disclaimer; Exclusion of liability

This clause 5 applies to the fullest extent permitted by applicable law. Your access to and use of the NLGIA Sites and Content are at your sole risk, and you are entirely liable for your activities in connection with the NLGIA Sites and Content. The NLGIA Sites and Content are provided “as is” and “as available”. Neither NLGIA or any of its affiliates make any representation, warranty, guarantee, or condition of any kind, express, implied, statutory or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title or non-infringement of any intellectual property rights (including, without limitation, with respect to Content or services or products), or the error-free or continuous or uninterrupted access to or operation of the NLGIA Sites, or products provided through or in connection with the NLGIA Sites, or the availability, truthfulness, completeness, timeliness, accuracy, usefulness or other characteristics of Content or services offered on or through the NLGIA Sites, or the absence of malware (including, without limitation, viruses, worms, trojan horses or other harmful components). All such representations, warranties, guarantees and conditions are hereby waived by you and excluded, except to the extent such waiver and exclusion is not permitted by applicable law.

EXCEPT TO THE EXTENT THE FOLLOWING LIMITATIONS ARE NOT PERMITTED BY APPLICABLE LAW, NEITHER NLGIA NOR ANY OF ITS AFFILIATES SHALL BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE FOR ANY LOSS OR DAMAGES CAUSED BY USE OF, OR RELIANCE ON, OR INABILITY TO USE OR ACCESS, OR DELAYS IN, OR INACCURACIES OR ERRORS OR DEFECTS OR OMISSIONS IN THE NLGIA SITES OR CONTENT, INCLUDING, BUT NOT LIMITED, TO ANY LOST PROFITS, SAVINGS OR DATA, OR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, RESULTING FROM ANY CAUSE WHATSOEVER, BY YOU OR ANY OTHER THIRD PARTY, EVEN IF FORESEEABLE OR NLGIA OR ANY OF ITS AFFILIATES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. YOU HEREBY EXPRESSLY RELEASE NLGIA AND ITS AFFILIATES FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE CAUSED, DIRECTLY OR INDIRECTLY, TO YOU OR ANY THIRD PARTY, AS A RESULT OF THE NLGIA SITES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANYTHING DOWNLOADED OR ACCESSED FROM THE NLGIA SITES. NLGIA AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DOWNTIME, LOSS OR DAMAGE TO YOUR COMPUTER, HARDWARE, SOFTWARE, OR OTHER PROPERTY RESULTING IN ANY WAY FROM OR ASSOCIATED WITH YOUR ACCESS TO OR USE OF, OR INABILITY TO USE OR ACCESS, THE NLGIA SITES.

 

6. Intellectual Property

The NLGIA Sites, including, without limitation, the design of the NLGIA Sites and Content, are the property of NLGIA, and/or a service provider or other third parties and are protected by copyright and other domestic and international intellectual property laws. You are only permitted to view and download the Content for your personal or internal use (but not for any other use or purpose), provided that you retain, on any copies of the Content, all copyright and other proprietary notices contained on the original Content. Except for the limited permission granted in the preceding sentence, you are not permitted to and will not use, copy, reproduce, modify, adapt, display, perform, publish, create derivative works from, store, sublicense, translate, transfer, sell, rent, or reverse engineer, decompile or disassemble (except to the extent prohibitions on reverse engineering, decompilation and disassembly are not permitted under applicable law) or otherwise exploit the NLGIA Sites or the Content in any way without the explicit prior written consent of NLGIA. You acknowledge and agree that any unauthorized downloading, re-transmission or other copying or modification of Content, or trade names, trademarks, service marks, logos or domain names associated with the NLGIA Sites, is a violation of applicable laws and regulations and could subject you to legal action.

 

7. Communication Using the NLGIA Sites

The NLGIA Sites may, now or in the future, contain functionality or features that permit submissions to NLGIA. Any suggestion, material, information or idea or intellectual property communicated by you to NLGIA through a NLGIA Site or posted on a NLGIA Site (a “submission”) will be considered non-confidential and non-proprietary, unless and to the extent that NLGIA specifically agrees in writing to separate terms and conditions at the time of the submission. Each submission will become the property of NLGIA upon communication to NLGIA. If for any reason the preceding sentence does not result in NLGIA owning any of the submissions, you shall and hereby do grant to NLGIA, its affiliates, subsidiaries, related companies and any of their respective designees the irrevocable, perpetual, unlimited, world-wide, paid-up and royalty free right and license to share, reproduce, publish and otherwise use and otherwise exploit your submission for any purpose whatsoever. You agree not to assert any ownership right of any kind and you waive the right to receive any financial or other consideration in connection with any material, information or idea submitted. You represent, warrant and covenant to NLGIA that you have the right to communicate to NLGIA or post on the NLGIA Sites each submission, without the consent of any third party. However, if and to the extent that any of the information submitted constitutes personal data, you agree that your personal data will be treated as set forth in NLGIA’s Privacy Policy. You are prohibited from posting or transmitting any unlawful, threatening, obscene, libelous or otherwise offensive material on the NLGIA Sites and NLGIA may in its absolute discretion and without having liability remove from the NLGIA Sites any such material. To the extent permissible under applicable law, you consent to NLGIA and its affiliates performing any acts or omissions in relation to your submissions and associated materials that may be inconsistent with any moral rights or other rights with respect to attribution of authorship or integrity of materials regarding each submission.

 

8. Severability; Waiver

If a court of competent jurisdiction holds any provision of these Terms of Use to be invalid or unenforceable, then such provision will be enforced to the maximum extent permissible, and all of the other provisions of these Terms of Use shall remain enforceable and in full effect. No failure or delay of NLGIA in enforcing any term, exercising any option or requiring performance shall be a waiver of that or any other right of NLGIA.

 

9. Links to Third Party Sites

The NLGIA Sites and/or Content may contain links to websites made available or operated by persons or entities other than NLGIA. Such links are provided for your reference and convenience only. The other websites and the information of other such websites, services, goods or advertisements that may be linked to the NLGIA Sites are not maintained, controlled or endorsed by NLGIA. NLGIA does not endorse or accept any responsibility for their information or operation nor does NLGIA approve of such information or the use thereof. NLGIA is in no way responsible for examining or evaluating such websites, services goods or advertisements, and NLGIA makes no representations or warranties expressed or implied, concerning the content, accuracy, truthfulness, completeness, usefulness, timeliness, availability or legality of such websites, or the functionality of the links themselves. You should carefully review the terms and conditions and privacy policies of all websites that you visit. You agree not to hold NLGIA or its affiliates responsible for any loss or damage caused by the use of or reliance upon any other websites to which you might link from the NLGIA Sites.

 

10. Indemnification

You agree to defend, indemnify and hold NLGIA and its affiliates and their employees, agents, officers, directors, contractors, suppliers and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including reasonable attorneys’ fees) in connection with or arising from your use of the NLGIA Sites or Content or violation of the Terms of Use. NLGIA and its affiliates may, if necessary, participate in the defense of any claim or action at your expense and any negotiations for settlement. NLGIA and its affiliates reserve the right, on notice to you, to assume exclusive defense and control of any claim or action subject to indemnification by you, without relieving you of your indemnification obligations hereunder. Upon learning of a claim by a third party that your use violates or allegedly violates a third party’s rights, you agree to promptly notify NLGIA of any such claim. You agree to cooperate with NLGIA as reasonably required in the defense of any such claims, and you shall not in any event settle any such claim or matter without the written consent of NLGIA.

 

11. Remedies for Misuse

You agree that any unauthorized use of the NLGIA Sites or Content may cause NLGIA or its affiliates immediate and irreparable harm for which money damages will not constitute an adequate remedy. You further agree that injunctive relief, in addition to any other remedies available, will be warranted in order to enforce these Terms of Use. You further understand that unauthorized use of the NLGIA Sites may expose you to civil and criminal liability and that NLGIA may report violations of these Terms of Use to and cooperate fully with the appropriate law enforcement authorities concerning any violations hereof.

 

12. Applicable Law and Jurisdiction

These Terms of Use shall be governed by and interpreted in accordance with New York law. You agree to submit any claims to the exclusive jurisdiction of the courts located in the Borough of Manhattan in the City of New York. Notwithstanding the foregoing, NLGIA or its affiliates may seek and obtain injunctive or other appropriate relief in any court for any violation of these Terms of Use.

 

13. Privacy

The Privacy Policy of NLGIA applies to use of the NLGIA Sites, and its terms are made a part of these Terms of Use by reference. The Privacy Policy can be viewed by clicking here.

 

14. Contact

If you have comments or questions regarding the NLGIA Sites or these Terms of Use, you may contact NLGIA at info@nipponlifeglobal.com.