Terms and Conditions
These Terms and Conditions ("Terms and Conditions") are for the Bank of America Corporation ("Bank of America") website and those websites of its Affiliates (collectively the "Sites" and "Affiliates") that are available through the Bank of America Sites and apply to all services, programmes, information and products (collectively "Service") that you may use or otherwise access from time to time through the Sites. For these purposes “Affiliate” means, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person where “control” of any entity or person means ownership of a majority of the voting power of the entity or person.USE OF SITES
You agree that any certification, confirmation, representation or other document delivered through the Sites by "clicking" on the designated spaces in or relating to such document shall be deemed to be "in writing" and to have been "signed" and delivered for all purposes by you. Any record of such certification, confirmation, representation or other document (including, without limitation, electronic records) shall be deemed to be "in writing." You further agree that you shall not contest the legally binding nature, validity or enforceability of any certification, confirmation, representation or other document based on the fact that it has been executed by "clicking" on the designated spaces, you expressly waive any and all rights you may have to assert such claim and your acceptance of the Terms and Conditions in this way constitutes a legal, valid and binding contract between you and Bank of America and each Affiliate providing a Site.
Bank of America hereby grants to you a worldwide, non-exclusive, non-sublicensable, non-transferable, non-assignable, personal right and licence to access and use the Sites solely for your personal or internal use in accordance with these Terms and Conditions. You accept the right and licence granted herein to access and use the Sites solely in accordance with these Terms and Conditions and any rules or restrictions or procedures published by Bank of America on the Sites from time to time. You acknowledge and agree that the Sites, and all intellectual property and proprietary rights therein and thereto, anywhere worldwide, including such rights in copyrights, trademarks, service marks, trade dress, patents, patent applications and trade secrets and other proprietary and/or confidential information (collectively, "IP"), are the valuable property of Bank of America and/or its Affiliates and licensors. Other than the licence granted hereunder, you obtain no rights to the Sites. You may not access or use the Sites in any way that may infringe any IP right of Bank of America or its Affiliates or licensors. You promptly shall notify Bank of America of any actual or threatened infringement or misappropriation of IP, or any portion thereof, of which you become aware. You acknowledge and agree that you will not use, or allow the use of the Sites in contravention of, and will comply with, any applicable laws, rules, regulations or interpretations (collectively, "Applicable Law").
You agree that you will not, and will not authorize or permit any person ("Authorized Person") under your control, under any circumstance to:
- sell, lease, transfer, recirculate, republish, redistribute, make available or otherwise provide access to the Sites, or any portion thereof or data thereon, to any person other than your Authorized Persons, including through oral, written, or electronic means whether as a demonstration or otherwise;
- photocopy, download or otherwise reproduce in any medium any portion of the Sites, except that you may download into your internal computer system, or print a hard copy of, content on the Sites, in whole or in part, provided that, in each case, all copyright and other proprietary notices are retained and complied with; or
- alter, decompile or reverse engineer any software component of the Sites.
All cost and expense of equipment, operating platforms, and software necessary to access and use the Sites, and the maintenance thereof shall be your sole responsibility.
No provision of these Terms and Conditions shall restrict you from taking any action required by any Applicable Law, any self-regulatory organization or any governmental entity to which you are subject. Prior to taking any such action, you shall, to the extent reasonably practicable given the then-current circumstances, notify Bank of America in writing thereof and consult with Bank of America regarding the steps to be taken to ensure compliance with Applicable Law.
YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE RESPONSIBLE TO ENSURE THAT ANY ACTIVITY UNDERTAKEN BY YOU OR YOUR AUTHORIZED PERSONS IN ANY JURISDICTION AND WITH ANY PERSON IN WHOLE OR IN PART ON OR THROUGH THE SITES IS IN COMPLIANCE WITH APPLICABLE LAW.
You agree to provide Bank of America with all information, cooperation and assistance, documents and data as shall reasonably be requested by Bank of America in order to enable Bank of America to comply with any and all Applicable Law. You understand and agree that Bank of America may report such information to regulatory authorities to the extent necessary, in its reasonable discretion, to comply with Applicable Law.NO OFFERS
Under no circumstances should any information on the Sites or the Sites themselves be used as or considered to be an offer to sell or a solicitation of any offer to buy any securities or any other instruments of Bank of America or any other issuer. Offers can only be made where lawful under applicable law. The viewing or distribution of the Sites may be restricted by law in certain jurisdictions. Persons using the Sites are required to inform themselves about and observe any legal restrictions on the use of the Sites and any restrictions set forth in the Sites. If you wish to obtain further details about any information contained through the Sites, there are several areas on the Sites that will provide you with contact information.DISCLOSURE OF INTEREST
Affiliates of Bank of America may make a market or deal as principal in the securities mentioned in these Sites or in options based thereon. In addition, Bank of America or its Affiliates, their shareholders, directors, officers and/or employees, may from time to time have long or short positions in such securities or in options, futures or other derivative instruments based thereon. One or more directors, officers and/or employees of Bank of America or its Affiliates may be a director of the issuer of the securities mentioned at these Sites. Bank of America or its Affiliates may have managed or co-managed a public offering of, or acted as initial purchaser or placement agent for a private placement of, any of the securities of any issuer mentioned on the Sites, or may from time to time perform consulting, advisory, lease, loan solicitation, investment banking or other services for, or solicit investment banking or other business from, mentioned companies.
Unless otherwise expressly agreed with Bank of America, no securities described on the Sites shall be offered, sold or otherwise made available to and shall not be offered, sold or otherwise made available at any time to any investor in the European Economic Area ("EEA") or in the United Kingdom (the "UK") other than in circumstances falling within Article 1(4) and/or Article 3(2) of the Regulation (EU) 2017/1129 (the "Prospectus Regulation") and no such offer of securities shall require Bank of America or any Affiliate or the relevant issuer of the securities to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.PRICING AND MARKET INFORMATION
You should independently assess investment risks and are solely responsible for making your own investment decisions. Securities and instruments referred to on the Sites may not be suitable for all investors and investment in such securities and instruments will place capital at risk. Prior to the execution of a transaction, you are advised to seek appropriate investment advice.HYPOTHETICAL OR PAST PERFORMANCE
Hypothetical or simulated performance results have inherent limitations. Unlike an actual performance record, simulated results do not represent actual trading. Also, where the trades have not actually been executed, the results may have under or over-compensated for the impact, if any, of certain market factors, such as lack of liquidity. Simulated trading programs in general are designed with the benefit of hindsight. Past performance is not indicative of future results; no representation is being made that you or any investor or any account will or is likely to achieve profits or losses similar to those shown.MATERIAL IN ITS ENTIRETY
All materials at these Sites are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, disclosure or protective clauses apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.LINKED SITES
Certain hyperlinks on the Sites may link websites maintained by the Affiliates, which are not to be considered a part of the Sites. Certain other links on the Sites to non-affiliated third-party sites may contain information over which we have no control. We take no responsibility for the content, accuracy, content, completeness, timeliness, current value or any aspect of the information on these sites and disclaim any liability to you for it or for any consequence of your decision to use the links provided or your use of such information. Links to non-Bank of America sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to Bank of America or its Affiliates by any third party. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between you and the providers of products and services at those other sites. You agree that you shall not bring a suit or claim against Bank of America or its Affiliates arising from or based on your purchase or use of products or services through those other sites. Links do not imply that any of Bank of America, its Affiliates or the Sites sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites is authorized to use any trademark, trade name, logo or copyright symbol of Bank of America or its Affiliates.CONTENT AND SERVICE AVAILABILITY
Bank of America or its Affiliates may make changes to the Sites and reserves the right to do so without prior notice to you. You acknowledge that not all products and services listed or discussed in the Sites are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by Bank of America or its Affiliates.CONSENT TO ELECTRONIC DELIVERY
You agree to receive certain documents and information provided by Bank of America and its Affiliates through the Sites and/or through email provided to you via the Sites. This delivery will generally consist of certain content on the Sites, and certain other documents relating to Bank of America and its Affiliate’s business. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes, rules and regulation, including, where applicable, of the Securities and Exchange Commission, the National Association of Securities Dealers and any state or other jurisdiction. You acknowledge that you have the appropriate technological equipment to use the Sites and to receive email via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify Bank of America or the applicable Affiliate in the event that you no longer desire to receive content through this delivery procedure and will allow a reasonable amount of time to permit proper delivery to you through other means.NO WARRANTY
You acknowledge that any information provided through the Sites is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information from non-affiliated third parties provided represent the views and opinions solely of the author or the indicated source. Bank of America and its Affiliates do not independently verify the accuracy or completeness of such information, nor does any of Bank of America and its Affiliates endorse any particular views expressed therein. Except for offering memoranda or any prospectus in respect of securities in which Bank of America or an Affiliate expressly undertakes responsibility (in each case on the date and the terms set out therein), Bank of America and its Affiliates disclaim any liability to you for this information or for any consequence of your decision to use it. You agree that you shall independently confirm any such information presented through the Sites before relying on such information.
Bank of America, its Affiliates and their respective employees, contractors, agents and various contributors to the Sites have no duty to correct or update any inaccurate or out-of-date information on the Sites. This provision is disapplied for consumers to the extent Applicable Law so requires.
None of the information provided through the Sites nor the Sties themselves constitute or are intended to constitute investment advice by Bank of America or its Affiliates. Please consult your own advisers before making any investment decisions.COMPLIANCE WITH LAWS AND INDEMNITY
The Sites may be used only for lawful purposes. Your conduct may be subject to local, state, national and international laws. You agree that you and any of your Authorized Persons shall comply with these Terms and Conditions, applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Sites.
You agree to abide by applicable export control laws and not to transfer, by electronic transmission or otherwise, any content on the Sites subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisites government authorization. You further agree not to upload to the Sites any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain encryption software. This assurance and commitment shall survive termination of these Terms and Conditions. Offices, residents and operations of you or your organization in Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria and any other countries that are the subject of sanctions by the United States Office of Foreign Asset Control or other general U.S. embargo restrictions are not permitted to access and use the Sites, and any such access and use is a violation of these Terms and Conditions.
The following indemnity provision is disapplied for consumers to the extent Applicable Law so requires. Upon request by Bank of America or its Affiliates, you agree to defend, indemnify and hold harmless Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including lawyers’ or attorneys’ fees, that arise from a breach of these Terms and Conditions for which you are responsible, or from third-party claims arising from your use of the Sites. Bank of America and its Affiliates reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify Bank of America or its Affiliates for its own violations of Applicable Law.LIMITATION OF LIABILITY
THE FOLLOWING LIMITATION PROVISIONS ARE DISAPPLIED FOR CONSUMERS TO THE EXTENT APPLICABLE LAW SO REQUIRES. IN ADDITION, THE FOLLOWING LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO VIOLATIONS OF LAWS RELATING TO THE OFFER AND SALE OF SECURITIES. YOU ACKNOWLEDGE THAT NEITHER BANK OF AMERICA, ITS AFFILIATES NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS MAKES ANY WARRANTIES OR GUARANTEES WITH RESPECT TO THE SITES, INCLUDING WITHOUT LIMITATION, WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT, OR WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. BANK OF AMERICA, ITS AFFILIATES AND SUCH PERSONS SHALL NOT BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY (I) YOUR USE OF OR RELIANCE ON THE SITES, OR (II) BANK OF AMERICA’S PERFORMANCE OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. BANK OF AMERICA DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SITES WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE. FURTHERMORE, BANK OF AMERICA WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SITES, OR FOR THE INCOMPATIBILITY BETWEEN THE SITES AND FILES AND THE USER'S BROWSER OR OTHER SITES ACCESSING PROGRAM. NOR WILL BANK OF AMERICA BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND THE BANK OF AMERICA’S CONTROL. IN NO EVENT WILL BANK OF AMERICA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS OR OTHER SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of the Bank of America, its officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with these Terms and Conditions to the extent permitted by law.
Neither Bank of America, its Affiliates nor any of their officers, directors, employees, agents, contractors or other suppliers shall be liable in any way, and you agree to indemnify and hold harmless Bank of America, its Affiliates and such persons for (1) any inaccuracy, error, or delay in, or omission of (a) any information on the Sites, or (b) the transmission or delivery of any information on the Sites; (2) any loss or damage arising from or occasioned by (a) any such inaccuracy, error, delay, or omission, (b) non-performance, (c) interruption of use of the Sites due either to any negligent act or omission by Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers or to any "force majeure" (i.e., flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction) or any other cause beyond the control of the Bank of America, its Affiliates, their officers, directors, employees, agents, contractors or other suppliers. You understand that Bank of America accepts no responsibility for security of information on the Internet.CHANGES TO TERMS AND CONDITIONS
Bank of America may make changes to these Terms and Conditions at any time, without prior notice to you. Your continued use of the Sites indicates your continued agreement to be bound by these Terms and Conditions, as changed from time to time. You should view these Terms and Conditions often to stay informed of changes that may affect you.UK CONDITIONS
Merrill Lynch International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. The address of the Financial Conduct Authority is 12 Endeavour Square, London, E20 1JN. The address of the Prudential Regulation Authority is 20 Moorgate, London, EC2R 6DR.GOVERNING LAW
These Terms and Conditions and any non-contractual obligations arising out of or in relation to these Terms and Conditions shall be governed by, and construed in accordance with, the laws of England. Each of Bank of America, its Affiliates and you irrevocably submit to the exclusive jurisdiction of the courts of England to settle any disputes which may arise out of or in connection with these Terms and Conditions or any non-contractual obligations arising out of or in relation to these Terms and Conditions.
© 2020 Bank of America Corporation.LEGAL ENTITY INFORMATION
Merrill Lynch International
Registered office: 2 King Edward Street, London EC1A 1HQ
Registered in England and Wales with company number 2312079
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You may communicate with Bank of America and its Affiliates in writing, by email or other electronic means or orally (including by telephone). All communications between you and Merrill Lynch International will be in English.