Supplemental Terms and Conditions of Use
Important Legal Information
Please read these Supplemental Terms and Conditions of Use (“Supplemental Terms and Conditions”) carefully. These Supplemental Terms and Conditions supplement the Terms and Conditions of Use
between you and PIMCO (the “General Terms and Conditions”). These Supplemental Terms govern your use of the Morningstar Hypothetical Illustrator product (the “Product”) made available to you via the Site, in addition to the General Terms and Conditions.
These Supplemental Terms and Conditions form a part of, and are governed by, the General Terms and Conditions. For the avoidance of doubt, the Product portions of the website are part of the Site as covered under the General Terms and Conditions. Capitalized terms that are used in these Supplemental Terms and Conditions but not defined in these Supplemental Terms and Conditions have the meanings given to them in the General Terms and Conditions. If there is any conflict between these Supplemental Terms and Conditions and the General Terms and Conditions, these Supplemental Terms and Conditions govern with respect to your use of the Product.
By registering for, logging into, visiting and/or otherwise using the Product via the Site in any way, you are indicating that you understand and intend these Supplemental Terms and Conditions to be the legal equivalent of a signed, written contract and that you accept and agree to be legally bound by them. Nothing contained in these Supplemental Terms and Conditions is intended to modify or amend any other written agreement that may currently be in effect between you or your employer and any of the PIMCO Companies. If you do not agree to these Supplemental Terms and Conditions please do not use the Product via the Site in any manner, including viewing any pages or content or accessing any functionality, tools or other services provided.
By making use of the Product, you certify that you (a) are a Financial Professional (defined below), (b) you have the permission of your employer to access the Product, and (c) (1) as a Financial Professional, are capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities and (2) will exercise independent judgment in evaluating the recommendations, if any, of any broker-dealer or its associated persons. “Financial Professionals” include: (i) persons registered with FINRA and acting under the supervision of their FINRA member firm; (ii) persons acting as an investment adviser (“Investment Adviser”), as that term is defined under the Investment Advisers Act of 1940 (the “Advisers Act”), or relevant state law if subject to state law jurisdiction, and appropriately registered or exempt from registration as such; or (iii) an investment adviser representative (“IAR”), as that term is defined under the Advisers Act, or relevant state law if subject to state law jurisdiction, and appropriately registered or exempt from registration as such.
You understand that your access to and use of the Product is conditioned upon the continuing veracity of the foregoing certifications. Should you at any time fail to satisfy any of the immediately foregoing conditions, you agree to cease accessing or using the Product.
Responsibility for Use
You assume all suitability and other responsibilities for clients with whom you work, and you will limit the distribution of the Product and Product Output (as defined below), or any portion thereof, as provided below. You further represent, warrant and covenant that, if you provide to any person any products or services in connection with your use of the Product that could reasonably be construed to be “investment advice” under the Advisers Act or any other similar law or regulation in any jurisdiction, you will act as the “investment adviser” to that person and comply with all applicable laws and obligations. Furthermore, you understand and agree that some of the information contained in the Product may be labeled “For Financial Professional Use Only” and should not be distributed to members of the general public or any other unauthorized recipient.
Limitations on Use
You may use the Product to input User-Entered Information solely for: (i) individuals who have established financial accounts for their own benefit, or who have expressed interest in establishing financial accounts for their own benefit, with you and/or your employer and for whom you and /or your employer manages, advises or services, or intends to manage, advise or service, such financial accounts; or (ii) an individual (but no more than one individual per trust) who serves as the trustee of a trust, who has established a financial account for the benefit of such trust, or who has expressed an interest in establishing a financial account for the benefit of such trust, with you and/or your employer and for whom you and/or your employer manages, advises or services, or intends to manage, advise or service, such financial account (each individual described by the foregoing (i) and (ii), a “Client”).
You may use or distribute the Product Output only for the limited purpose of providing information and recommendations in connection with a particular Client's investment portfolio or potential future investments, and such Product Output may be printed and distributed to such Client, subject to the following conditions: (i) the Product Output is provided in connection with, and relates to, information and independent recommendations provided by you and/or your employer that is not derived from the Product; (ii) the quantity and value of such information and independent recommendations predominates over the quantity and value of the Product Output distributed to such Client; (iii) Product Output distributed to such Client relates directly to specific goals, needs or interests of such Client; (iv) no Product Output or any portion thereof is used as part of a general mailing or other distribution to more than one Client; and (v) in no event shall the Product Output distributed to such Client consist of the Database or a substantial part thereof. You agree that the distribution of any Product Output that does not meet all of the conditions set forth above in subsections (i) - (v) is expressly prohibited without the express prior written consent of Morningstar, Inc., and the payment of additional fees or royalties, if any, as determined by Morningstar, Inc. in its sole discretion. “Product Output” means the format and organization of information generated by the Product and all Internet web page reports, pdf reports, and other reports, spreadsheets, graphs, charts, documents and other materials, whether in printed, electronic or any other form, that incorporate information from the Database (as defined below) or the User-Entered Information, together with any works derived from such sources.
Except where the Product contains a feature to support limited export of data, you may not export any data or information from the Database to any other file, application, product, module or procedure. “Database” mean a database of data and analyses, and updates thereto, accessible via the Product.
You understand and agree that your use of the Product Output may be subject to various regulatory requirements. You hereby represent and warrant that you and your employer shall be solely responsible for the compliance of any such Product Output with the applicable rules of the United States Securities and Exchange Commission, FINRA, and any other regulatory organization with authority of such materials (“Applicable Regulations”). Use of any Product Output, or any part thereof, which is not in compliance with Applicable Regulations is expressly prohibited.
You hereby agree that neither PIMCO Investments nor its affiliates will be liable to you in any way for making the Product available to you. You agree that the Product is provided “as is” and that, to the fullest extent permissible pursuant to applicable law, no warranties, express or implied, are made by PIMCO Investments or its affiliates. You further agree that you shall be directly responsible to any Client to whom you provide any Product Output and for any and all claims made by such Client that involve or relate to the Product Output. You hereby indemnify and hold harmless PIMCO Investments and all of its officers, directors, employees, registered representatives, shareholders, legal representatives, attorneys, agents, successors and assigns for any and all costs or liabilities incurred by them in making the Product available to you.
Dated: February 2013