Client Portal Agreement and Terms of Use

Agreement

This Agreement and Terms of Use (“Agreement” or “Terms of Use”) is an agreement between Parametric Portfolio Associates, LLC (“PPA”) and each person or entity that accesses the applications, materials, or services available on or through the PPA proprietary portal(s) (the “Portal”) (referred to herein as a “User”). This Portal is owned and maintained by PPA and is solely for use by PPA and User. By using this Portal, User agrees as follows:

General

The right to use the Portal is unique to User and is not transferable to any other person or entity. This agreement or the use of the Portal does not change any right or obligation in User’s subadvisory agreement, research provider agreement, or similar contract between User and PPA or User and a third party as the case may be (“Contract”). User has read this agreement and understands how to use the Portal. User is responsible for all use of Portal and for ensuring that all use of the Portal site complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User’s password(s). User agrees to notify PPA immediately if User becomes aware of the loss, theft, or unauthorized use of User’s password or unauthorized access to the Portal. PPA shall have the right at any time without notice or obligation to User to change or discontinue any aspect or feature of the Portal, including, but not limited to, functionality, content, hours of availability, and equipment needed for access or use.

Equipment

User shall be responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for access to and use of the Portal and the services, applications, and materials accessible through the Portal and for all charges and costs related thereto.

User Conduct

The User agrees to use the Service for lawful purposes, for personal and non-commercial use, and as permitted by this Agreement. The Account Holder agrees that they are permitted to store, display, analyze, modify, reformat, and print the information made available to the Account Holder through the Service only for the Account Holder’s own use. The User will not transmit any material that violates or infringes in any way on the rights of others or that would encourage conduct that may give rise to civil or criminal liability. The User will not modify, copy, publish, transmit, license, participate in the transfer or sale of, reproduce, create derivative works from, distribute, redistribute, display, or in any way exploit the Service. The User will not upload, post, decompile, reverse-engineer, disassemble, modify, copy, distribute, transmit, reproduce, republish, license, display, sell or transfer, or create derivative products from the Service. Software accessed on the Portal is subject to US export controls and may not be downloaded by any person prohibited from doing so by applicable law.

User shall not upload, post, or otherwise make available on the Portal any material protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right. The burden of determining that any material is not protected by law rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from such a submission. By submitting material to the Portal, User automatically grants or warrants that the owner of such material has expressly granted PPA a royalty-free, perpetual, irrevocable, non-exclusive, unlimited right and license to use such material for the purposes outlined in the Contract.

Disclaimer of Warranty; Limitation of Liability

(A) USER EXPRESSLY AGREES THAT USE OF THE PORTAL IS AT USER’S SOLE RISK. NEITHER PPA, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE PORTAL USE WILL BE UNINTERRUPTED OR ERROR FREE.

(B) THE PORTAL IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, OR NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

(D) PPA AFFIRMS THAT TO THE BEST OF PPA’S KNOWLEDGE, ORDINARY USE OF THE PORTAL, IN ACCORDANCE WITH SECTION 4 (USER CONDUCT), DOES NOT INFRINGE UPON ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

(E) IN NO EVENT WILL PPA, ITS AFFILIATES OR LICENSORS, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE PORTAL FOR OR ON BEHALF OF PPA BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PORTAL. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE PORTAL OR THE APPLICATIONS, MATERIALS, OR SERVICES ACCESSIBLE THROUGH THE PORTAL.

Indemnification

User agrees to defend, indemnify, and hold harmless PPA, its affiliates, licensors, information providers, or content partners and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Portal or the applications, materials, or services accessible through the Portal by User.

Privacy Policy

We respect your privacy and work to maintain the privacy and security of any personal information collected through your use of the Services. PPA will collect, store, use, and protect your personal information in accordance with the US Privacy Policy and Notice of Morgan Stanley (“Privacy Policy”), a parent company of PPA, which is accessible via https://www.morganstanley.com/privacy-pledge.
PPA will not use User’s data for any purpose other than that provided in the Contract. PPA may use IP addresses to analyze trends, administer and protect the Portal, track Account Holder’s movement, and gather demographic information for aggregate use. PPA will treat User data in accordance with its Privacy Policy, which is available upon request from User’s PPA contact.

Termination

Either PPA or User may terminate this Agreement at any time. Without limiting the foregoing, PPA shall have the right to immediately terminate User’s access in the event of any conduct by User which PPA, in its sole discretion, considers to be unacceptable or in the event of any breach by User of this Agreement. The provisions of Sections 2, 4, 5, 6, 7, and this Section 8 shall survive termination of this Agreement.

Trademarks and Copyrights

The works of authorship contained in the Portal or the applications, content, or services accessible through the Portal, including, but not limited to, all compilations, designs, text, and images, are owned, except as otherwise expressly stated, by PPA.

Miscellaneous

This Agreement and the Contract constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. This Agreement shall be construed in accordance with the laws of the State of Washington. The parties hereto agree that the jurisdiction for any claim brought under this Agreement shall be the City of Seattle, State of Washington. The parties hereto expressly waive any right to a jury trial. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any of the provisions of this Agreement, or the application thereof to any individual, entity, or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances other than those to which they are invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

Additional Disclosures for IMAT

The purpose of IMAT website is to provide a portal for User to upload model data to PPA pursuant to the Contract. In addition, User may use the site for analytical purposes, such as confirming model uploads and reviewing historical uploads. With regard to User’s model portfolio(s), (i) utilizing the IMAT website, User agrees to provide PPA with all updates to User’s current model portfolio(s) in a share-based format, and (ii) User agrees that such model portfolio(s) on the IMAT website match(es) User’s internal version of the model portfolio(s). User acknowledges that PPA shall not review, and is not responsible for reviewing, the frequency of trading activity within User’s model portfolio(s). User acknowledges that PPA shall not review, and is not responsible for reviewing, the validity of User’s model portfolio(s) holdings relative to the advertised capitalization or style bias.