Terms Of Use

AGREEMENT TO THESE TERMS OF USE; DEFINITIONS; AMENDMENTS
1. For purposes of these terms of use (“Terms of Use”), “Custody Connect” is an on-line electronic service operated by the Bank that permits the Bank’s customers to access a number of financial services through the use of personal computers or similar access devices via the website https://www.custody-connect.com/, the Custody Connect Content, and any content derived from Custody Connect or the Custody Connect Content including, without limitation, any content displayed on any linked website or facility; “Custody Connect Content” is all content and information Custody Connect contains or provides (including but not limited to all, prices, text, data, charts, graphs, graphics, analytical tools, audio, video, icons, software code, trademarks, copyrights and trade secrets, as well as the overall organization, design, look and feel of Custody Connect) and any Product; and a “Product” is any financial instrument, or any other product or service, including without limitation, all related transactions, communications, and interactions with the Bank, provided by or through Custody Connect.
2. Unless immediately followed by the words “as an individual user”, the term “you” or "your" refers to both you as an individual user of Custody Connect and your employer or principal (“Employer” or “Firm” ).
3. You agree that these Terms of Use and any Instructions (as defined below) hereunder will be deemed to be “in writing” and to have been “signed” for all purposes, that you will not contest the legally binding nature, validity or enforceability of these Terms of Use or any Instruction based on the fact that it has been executed or transmitted electronically, and that any record of any Instruction and of your acceptance of these Terms of Use will, if introduced as evidence in any legal or other proceedings, be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.
4. These Terms of Use include any instructions, notices or disclaimers appearing on any portion of Custody Connect. These Terms of Use may be modified by the Bank in its sole discretion. You will be notified electronically or otherwise of any modification that affects you 30 days prior to the changes taking effect (except where otherwise required due to legal, regulatory or security requirements) and in the absence of any objection, the changes will be deemed accepted, and the date set forth above on the copy of these Terms of Use posted on Custody Connect will display the new revision date. You are responsible for being familiar with, and by continuing to use Custody Connect you agree to be bound by, these Terms of Use, as they may be revised from time to time. In case you object to modifications to the Terms of Use, the Bank may terminate your use of the Custody Connect and these Terms of Use with immediate effect.
OTHER AGREEMENTS WITH THE BANK
LAWFUL USE; COUNTERPARTIES
1. Custody Connect is intended only for institutional clients of the Bank and is not made available to the general public. You, in your capacity as an individual user, do not have any right to use Custody Connect on your own behalf and represent your Firm in accordance with clause 4.4.
2. Custody Connect is solely a portal, not a business entity or division, which allows the Bank to make Custody Connect and Products available in jurisdictions where permitted under applicable law and rules, regulations, orders, policies or procedures of competent government authorities, courts or other tribunals, market authorities, clearing agencies, self-regulatory organizations or other authorities (collectively “Applicable Law”). Accordingly, Custody Connect Content may not be available in whole or in part in certain countries or regions.
3. Custody Connect is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or Applicable Law. By offering Custody Connect and Custody Connect Content, no distribution or solicitation is made by the Bank to any person to use this site, or such information, products or services, in jurisdictions where the provision of Custody Connect and Custody Connect Content is prohibited by law.
4. Custody Connect Content and Products are made available to you through Custody Connect exclusively by the Bank or otherwise permitted to make such content available to you in your jurisdiction, and only to the extent permitted.
5. You are responsible for ensuring that you may lawfully access and use all services and content offered on or through Custody Connect. Further, if you wish to effect a transaction or utilize any other services through Custody Connect, you must do so only through the Bank to effect such a transaction or provide such services to you under Applicable Law. The Bank will presume, and you warrant and represent to the Bank, that all Instructions (as defined below) from you will originate from the jurisdiction associated with you in our records (your “Jurisdiction”).
6. The Bank retains full right to assess your eligibility and without notice, deny you access to use Custody Connect or any Products or services available on Custody Connect at any time and at its sole discretion.
ACCESS TO AND USE OF CUSTODY CONNECT; SECURITY
1. Subject to these Terms of Use, the Bank grants you a non-exclusive, revocable and non-transferable license to access and use Custody Connect in accordance with these Terms of Use.
2. The Bank does not guarantee that access and use will be available to you at a particular time. In addition, your browser will need to be compatible with and/or accept certain technologies or applications (e.g. cookies) in order for Custody Connect to perform fully.
3. The Bank may at any time and without notice or liability, suspend or restrict your access to Custody Connect for any reason, and may modify, suspend, or terminate Custody Connect (or any portion or feature thereof) and Custody Connect Content, with or without notice, in its sole discretion.
4. By using Custody Connect, you represent and warrant on a continuing basis that:
  1. your Firm qualifies as an institutional or non-private customer of the Bank under Applicable Law in your Jurisdiction and your Firm is authorized under Applicable Law and by the Bank to access and use Custody Connect;
  2. your Firm will permit access to Custody Connect only to persons who are authorized to act for your Firm in accordance with your Firm’s relevant policies and procedures, and who are authorized by the Bank to use Custody Connect (“Authorized Users”);
  3. you, as an individual user, are an Authorized User of your Firm and are using Custody Connect only within the scope of your employment at your Firm and only with the authorization of your Firm;
  4. your Firm will be responsible for the conduct of its users, whether authorized or unauthorized, including you, on Custody Connect, and such use of Custody Connect by your Firm’s users will be fully binding on your Firm;
  5. you and your Firm shall use Custody Connect for internal business purposes only and only in conformity with these Terms of Use (as the same may be amended from time to time), Applicable Law and any other rules, regulations, terms and conditions governing use of Custody Connect and the conduct of transactions disclosed to you from time to time electronically or otherwise;
  6. you and your Firm shall immediately comply with all reasonable security requirements prescribed from time to time by the Bank;
  7. your Firm has in place all security systems and procedures required to prevent unauthorized use or misuse of Custody Connect and will ensure that its Authorized Users and all other employees and users comply with all such security measures;
  8. you as an individual user and your Firm have obtained and will maintain all authorizations and approvals required under Applicable Law for you and it to access and use Custody Connect, enter into any transactions through Custody Connect, and perform your and its obligations under those transactions and these Terms of Use; and
  9. you as an individual user are authorized by your Firm to agree to these Terms of Use on your Firm’s behalf and your agreement to these Terms of Use is a valid and binding agreement on your Firm.
5. Access to Custody Connect is subject to such identity verification, passwords and other security procedures (collectively “Security Procedures”) as the Bank may in its sole discretion set out from time to time. You will safeguard and keep confidential the Security Procedures assigned to you, and not permit any other party to access Custody Connect using your Security Procedures. You will not and will not attempt to alter, delete, disable or otherwise circumvent any Security Procedure or assist any other party to do so. The Bank may rely on the fact that any communication made using the Security Procedures assigned to you is authentic and emanates from and is authorized by you.
6. Your Firm will provide to the Bank and keep current all information the Bank requires from time to time with respect to your Firm and each user at your Firm with access to Custody Connect, including your e-mail or electronic address. You as an individual user and your Firm agree to be responsible for all equipment and software used by you and your Firm, and for all administrative functions (e.g. password maintenance, record keeping, data file backups, quality control for inputting or transmitting data) related to access to and the use of Custody Connect. You will comply with instructions from the Bank from time time regarding your access to or use of Custody Connect.
7. Your Firm agrees to notify the Bank immediately if the access available to an Authorized User is not appropriate, or of any changes in Authorized Users or the permissible level of access for any Authorized User.
8. You will not knowingly or negligently introduce or permit, and will use all appropriate security measures to prevent the introduction of any computer viruses, worms, malware or other harmful codes into Custody Connect.
9. You may not access information or applications that you have not been authorized to access and/or use (whether by the Bank, your Firm, or Applicable Law) and, if you inadvertently gain such access, you may not use or disseminate any such information or applications and shall immediately inform the Bank of your access and assist the Bank in such reasonable manner to remedy the access and limit your access to such Products and services as you are expressly authorized to use.
10. You agree to promptly notify the Bank if you become aware of any breach of these Terms of Use or have reason to believe access to Custody Connect (including with respect to the Security Procedures) has been compromised or misused in any way. You shall immediately cease use of Custody Connect if you are notified by the Bank, or otherwise become aware of, or suspect, a technical failure or security breach of Custody Connect. You shall immediately notify the Bank if you become aware of, or suspect, a breach of your own security measures to protect the confidentiality of your Security Procedures. You shall immediately notify the Bank if you become aware of, or suspect, a breach of your own security measures to protect the confidentiality of your Security Procedures. The Bank is not responsible for any breach of security or subsequent unauthorized transaction caused by your failure and/or the failure of your employees or any third party authorized by you to maintain the confidentiality of any Security Procedures. You understand that the Bank reserves the right to revoke a Security Procedure at any time and for any reason without prior notice.
INSTRUCTIONS; TRADING INSTRUCTIONS
1. You are responsible for all instructions or other communications (including orders) through Custody Connect associated with your identity and/or the Security Procedures assigned to you (“Instructions”). All Instructions will be transmitted electronically through Custody Connect and shall be valid and binding on you. The Bank may, in its sole discretion, rely on any Instruction it reasonably believes to be transmitted by an Authorized User or your Firm and such Instruction shall be valid and binding on you.
2. You transmit Instructions to the Bank at your own risk. The Bank shall not be required to confirm any Instruction prior to processing such Instruction. Any Instruction will not be deemed accepted until an acknowledgement of that Instruction is transmitted by the Bank to you. The Bank shall be responsible for acting only on those Instructions sent through Custody Connect which are actually received by it, and cannot assume responsibility for malfunctions in communication facilities not under its control that may affect the accuracy or timeliness of any messages you send. The Bank is not responsible for any losses or delays or any non-receipts/ non-received in transmission of Instructions arising out of the use of any third party Internet Service Provider or caused by any browser software. The Bank is not responsible for any processing or reporting errors should you give incorrect Instructions or information.
3. The Bank, in its sole discretion and without liability, may refuse to act on any Instruction, and may from time to time restrict trading in certain financial instruments, including but not limited to when the Bank reasonably suspects that the Instruction might be unlawful or might be associated with financial crime or fraud or it reasonably believes that by carrying out the Instruction it might breach its legal or regulatory obligations or incur any liability risk towards you or third parties or if you are in breach of these Terms of Use or of any other agreement with the Bank. You agree that the Bank will not be liable to you if the Bank delays or refuses to carry out any Instruction in such circumstances.
4. You represent and warrant on a continuing basis that:
  1. your Firm will be liable as a principal in respect of all transactions entered into through Custody Connect;
  2. each Instruction originates from the location (including state, province or other jurisdiction) that is associated with you on our records;
  3. each Instruction is and will be: (i) appropriate in view of your sophistication and expertise of your Firm and its Authorized Users, security controls and financial status; (ii) in compliance with Applicable Law; and (iii) conducted in accordance with your Firm’s applicable governance requirements and all applicable internal policies or procedures; and
  4. you will make all trading decisions solely on the basis of your independent evaluation of relevant factors, including but not limited to, the economic features of the financial instrument involved, the complexity of the financial instrument, the associated market, credit and currency risks, and tax considerations.
5. You acknowledge that legal and tax considerations, margin requirements, commissions and other transaction costs may affect the economic consequences of the transactions effected by you on Custody Connect and agree that you are responsible for reviewing such requirements and costs with appropriate legal, business, tax and accounting advisors.
6. The Bank does not and will not provide individualized investment advice or recommendations through Custody Connect. The Products, services and information available through Custody Connect do not constitute a recommendation by the Bank to take any action, and the Bank is not providing any investment, tax or legal advice to you or any third party. Under no circumstances is any service or information available through Custody Connect to be considered or used as an offer to sell, or a solicitation of any offer to buy, any security. The Bank has no responsibility for your compliance with any rule applicable to you that limits your authority to send orders to the Bank or that relates to the suitability of any such orders, and the Bank has no duty to advise on the merits or suitability of any investment business entered into by you or contemplated by you.
INSTRUCTION EXECUTION; CANCEL AND CORRECT
1. All transactions you effect on Custody Connect will be subject to the system specifications as they are posted on Custody Connect and as maybe amended from time to time. By using Custody Connect, you acknowledge that you have technological know-how, qualifications and capacity sufficient to access and use Custody Connect in accordance with the terms hereof and such system specifications. Furthermore, you acknowledge and agree that to the extent and in the manner provided in the system specifications, Instructions placed through Custody Connect will be executed automatically by the Bank. You further acknowledge and agree that once an Instruction is executed on Custody Connect it is not possible to cancel the Instruction or to correct the Instruction through Custody Connect, except where a cancellation option is offered. If you have placed an order in error or in the event of any dispute in connection with an order placed through Custody Connect, please contact your Bank account representative as soon as possible.
2. The Bank shall have no liability to you, your Firm or any third party for loss or damage of any kind arising out of, or in connection with, the use of the execution of Instructions features of Custody Connect, the failure to carry out any subsequent Instructions to cancel or correct a transaction or the use or lack of any electronic filters on Custody Connect, whether loss of profits, loss of data, direct, indirect, special or consequential loss or damage, whether in contract, or otherwise, even if the Bank has been advised of the possibility thereof.
SETTLEMENT AND PAYMENT
1. Your Firm will be responsible for the due performance of every transaction that the Bank enters into with or for you.
2. The Bank’s obligation to settle any transaction is conditional upon the Bank’s receipt on or before the due date and time for settlement (or satisfactory confirmation of such receipt by the Bank’s settlement agents) of all necessary documents, funds or financial instruments due to be delivered by you or on your behalf on such due date. The posting of items on an account involving transactions for which the final settlement has not yet occurred shall be made without prejudice or commitment even if this is not expressly stated. If the transaction is subsequently not carried out, the Bank is entitled to debit/credit the posted item from the account without notice.
3. Your Firm agrees to pay all amounts payable by you in respect of any transactions effected for your account or otherwise payable by you as and when they become due regardless of any right of equity, set-off or counterclaim that you may have or allege you have against the Bank and free and clear of, and without withholding or deduction for, any taxes of whatever nature, unless required by law.
4. It is your Firm’s absolute, unconditional and unassignable obligation, in respect of each transaction, to make and ensure timely delivery of the subject financial instruments and funds, as well as any required payment of interest and/or other distributions. If for whatever reason, you fail to make timely delivery of the relevant financial instruments or funds, and without limiting the foregoing, or any other rights or remedies the Bank may have, you authorize the Bank to exercise all rights and remedies in accordance with Applicable Law, and your Firm agrees to pay promptly any losses, commissions, fees or other charges, including but not limited to interest, incurred by the Bank in connection therewith. Such interest will be at the rate customarily charged by the Bank and be payable on demand and may be deducted by the Bank from any amount due to your Firm from the Bank, or debited from any account the Bank holds in your Firm’s name.
CHARGES, FEES AND TAXES
1. Your Firm is responsible to the Bank for its commissions, charges and fees, if any, for Products and or services furnished through Custody Connect, in amounts as agreed between you and the Bank or as the Bank notifies you from time to time.
2. Your Firm will also pay applicable market, clearing agency or clearing firm fees or charges in connection with the Bank’s Products or services to you. The Bank may share any charges with affiliates or other third parties or receive remuneration from them in respect of transactions carried out on the Bank’s behalf or by the Bank on your behalf.
3. Your Firm will be liable for the payment upon demand of any obligations owing in respect of Custody Connect Product, including the reasonable costs incurred in collecting such amounts.
4. The Bank may debit at any time any accounts it holds in your Firm’s name to pay such obligations, commissions, fees, interest and taxes.
5. All sums payable by you are exclusive of all applicable taxes. You shall at all times be responsible for payment of all taxes arising out of your use of Custody Connect and any transaction conducted through Custody Connect (including, without limitation, sales tax, use tax, value-added or similar taxes, but excluding taxes based on the Bank’s net income) and for the making of all claims in relation thereto, including filing tax returns, and for providing the relevant tax authorities with all necessary information in relation thereto and in relation to any services provided, or transactions carried out, for you.
ELECTRONIC DELIVERY OF COMMUNICATIONS
1. You consent indefinitely to the electronic delivery of confirmations, payment advice, account information, prospectuses, financial statements, and any other communications, and waive any requirements or obligations, to the extent permitted under Applicable Law, that the Bank transmits such communications otherwise than electronically. “Electronic delivery” means delivery via e-mail or the Internet, upon reasonable notice and opportunity to opt-out, via alternative electronic means. In providing such consent, you acknowledge that there may be additional costs in connection with such electronic delivery (such as online and telecommunication charges).
2. Electronic delivery to you as an individual user shall be deemed good and effective delivery to your Firm.
STATEMENTS AND REPORTS
1. By accessing Products, services or information through Custody Connect, unless otherwise required by law, you agree to be bound by the same time periods in your existing written agreements with the Bank in which you may raise any challenge to such information to the extent such information is provided by the Bank to you through any written report or statement. To the extent you are provided written reports or statements containing information also available to you through Custody Connect, such written reports or statements shall be deemed by you and the Bank to be definitive.
2. The Bank will not, solely by reason of providing access to any Custody Connect Content, become a fiduciary to you or your customers, nor will use of the Products give rise to any fiduciary or equitable duties on the part of the Bank, including any that would prevent the Bank from acting as principal or agent or dealing with their clients.
MARKET DATA AND PRICE INFORMATION
1. Custody Connect may display certain financial market information, including but not limited to valuation, pricing, corporate action data, static data, closing prices, interest, dividends, yields, foreign exchange rates, spot rates, volumes or historical data and indices (“Market Data”) that may originate with the Bank or that may have been obtained from financial market information services, financial publishers, financial markets including stock exchanges and their affiliates, and other providers (each a “Content Provider”).
2. Unless otherwise specifically indicated, the quotes or other Market Data and price information provided through Custody Connect are strictly indicative and for informational purposes only, do not reflect any particular trade effected in a market or the value of any financial instrument, and do not represent an offer or solicitation for the purchase or sale of a financial instrument. Neither the Bank nor any such Content Provider makes any endorsement, recommendation, representation or warranty regarding any such quotes or other Market Data and price information.
3. Quotes, Market Data and price information indicated on Custody Connect may differ from such data presented through other channels, including those indicated by a sales representative of the Bank.
4. You agree that you will use Market Data only for your own internal business activities and only at such locations authorized by the Bank and will not transmit or otherwise redistribute any Market Data, or excerpts thereof, to any third party except to the extent permitted by the particular Content Provider in writing. You will not permit any other person to use or distribute Market Data in any other manner, and will ensure adequate safeguards to protect the Market Data and to prevent disclosure to any other persons or entities. Each Content Provider may require you to enter into additional supplemental terms and/or pay fees to receive their data and in such event you agree should you require such Content Provider data to enter into and comply with such additional supplemental terms and pay such fees (if required).
5. You acknowledge that notwithstanding any agreement between the Bank and any Content Provider for the provision of Market Data, any Content Provider may, in its discretion at any time discontinue dissemination of Market Data or change its transmission method, speed or other characteristics, in which event the Bank may cease providing, or limit or change the provision of Market Data to you.
6. Currency exchanges are affected by the Bank on a principal basis, and may include a mark-up or mark-down. More favorable exchange rates may be available through third parties.
POTENTIAL INTERESTS AND CONFLICTS
1. The Bank and its affiliates within MUFG group (for purposes of these Terms of Use, collectively, “MUFG Affiliates”) may transact investment business with or for you in circumstances where the Bank has, directly or indirectly, a material interest or a relationship of any description with a third party that may involve a conflict of interest with or duty to you.
2. The circumstances in which such a conflict of interest or duty may arise include, but are not limited to, the following:
  1. MUFG Affiliates may from time to time perform investment banking, commercial banking, insurance, or other services for, or solicit investment banking or other business from, any company or other issuer mentioned in Custody Connect and may have access to information from the issuers of Products purchased or sold by you through Custody Connect;
  2. For the Products, MUFG Affiliates may make a market, may sell to or buy from customers on a principal basis and, within the past three years, may have acted as a manager or co-manager of a public or private offering;
  3. MUFG Affiliates, or any individuals preparing Custody Connect Content, may at any time have a position in any of the currencies, financial instruments, securities, options or derivatives mentioned in Custody Connect, or issued by any of the companies or other issuers mentioned in Custody Connect, and such positions may be inconsistent or adverse to the positions you have taken through Custody Connect;
  4. An employee of a MUFG Affiliates may be a director of a company mentioned in Custody Connect; and
  5. MUFG Affiliates may undertake proprietary activities, including hedging transactions, related to transactions with or for you that may be inconsistent or adversely affect the market price, rate, index, value or other market factors in relation to the transaction you have entered into.
RESERVATION OF RIGHTS; INTELLECTUAL PROPERTY
1. As between you and the Bank, the Bank has exclusive ownership and/or rights to use Custody Connect and the Custody Connect Content, as well as all related copyrights, trademarks, service marks, patent rights, and trade secrets and any other intellectual property rights therein (registered or unregistered), including any applications, throughout the world. You will not use nor disclose any such intellectual property, nor any other information relating to the Custody Connect technology, platform, software or services, other than solely as necessary for your use of Custody Connect as expressly permitted under these Terms of Use (and any other applicable agreements between you and the Bank). In addition, you shall not take any action that would infringe, misappropriate, violate, jeopardize or impair such intellectual property rights, or the intellectual property rights of third parties, or the legality and/or enforceability thereof. You shall promptly notify the Bank in writing of any written threat, warning or notice of any claim or action adverse to such intellectual property rights. The Bank shall be free to use, for any purpose, any concepts, know-how or techniques contained in information you provide to the Bank through Custody Connect.
2. You may not (i) sell, lease, transfer, make derivative works from, reproduce, redistribute or otherwise disseminate all or any part of Custody Connect or the Custody Connect Content to any third party, (ii) copy, alter, decompile or reverse engineer all or any part of Custody Connect or Custody Connect Content. You may not remove, obscure or change any copyright, trademark or other notices or legends contained in or on Custody Connect or any Custody Connect Content, or (iii) frame any aspect of Custody Connect, nor otherwise link from another website to Custody Connect Content other than the top-level homepage of Custody Connect. You also agree not to use the services or information provided to you by Custody Connect (including the Custody Connect Content) for any unlawful purpose, and you shall comply with any request of the Bank or any third party provider to protect their respective rights in such services and information.
USE OF ROBOTS AND SPIDERS
1. You agree not to use or attempt to use any spider, robot, scraper, data miner, offline reader, or any other program, device, algorithm, process, or methodology to access, acquire, copy, monitor, or engage in any other activity on Custody Connect or pages, data or content found on Custody Connect, and you agree to comply with the instructions set out in any robots.txt file present on Custody Connect.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
1. Custody Connect and the Custody Connect Content are provided “as is” and “as available.” The Bank and any third party connected with the Product or services make no representation or warranty, express, implied or statutory (including warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, fitness for a particular purpose and freedom from computer viruses) as to Custody Connect, Custody Connect Content or any other matter.
2. The Bank shall not be liable for damages caused by force majeure events or for reasons other than willful misconduct or gross negligence of the Bank. No service provider or delegate of the Bank shall be liable for any failure of the Custody Connect or damages caused by force majeure events. The parties agree that events of force majeure are amongst others riots, war, boycotts, terrorism, sabotage, malicious damage, strikes, lockouts, blockades, interventions of national or foreign public authorities (including courts), pandemics, natural events or any other event beyond the reasonable control of the Bank as well as any for majeure events usually upheld by the courts of Luxembourg and which prevent the normal performance of the Products or services.
3. To the extent permitted under applicable law, you expressly and irrevocably waive the provisions of any consumer protection laws or any implied warranties or similar protections under statute.
4. The Bank shall not be subject to any obligations of confidentiality regarding any information you may submit through Custody Connect except as agreed by the Bank or as otherwise specifically agreed or required by law.
5. The Bank does not warrant, either expressly or impliedly, the accuracy, availability, timeliness, adequacy or completeness of Custody Connect, Custody Connect Content, or Market Data. The Bank and all third party data providers disclaim any obligation to keep the information available on or through Custody Connect up-to-date or free of errors, omissions or viruses or to maintain uninterrupted service or access. The Bank does not undertake to correct or notify you of any error or omissions in the information displayed on or through Custody Connect (including Market Data) of which it may become aware at any time or to notify you of any changes in any information or methodologies incorporated in such information. The Bank has no obligation to maintain particular hours of operation and the Bank may stop producing, providing or updating all or any part of Custody Connect or Custody Connect Content without notice.
6. You acknowledge that electronic access to systems through the internet or other networks, whether public or private, may not be secure or may result in communication delays or failures. The Bank and any third party connected with the provision of Custody Connect and/or the Products or services disclaims all liability for any security breach or any such communication delay or failure that does not result from the Bank’s fraud, gross negligence or willful misconduct.
7. Custody Connect Content is published as of its stated date or, if no date is stated, the date of first posting. Neither the Bank nor any other entity has undertaken any duty to update such information.
8. Custody Connect contains links to web sites controlled or offered by third parties (non-affiliates of the Bank). Such links to other web sites are provided only as a convenience and without liability and you use them at your own risk. The Bank disclaims liability for any information, materials, products or services posted or offered at any of the third party sites linked to Custody Connect. By creating a link to a third party web site, the Bank does not endorse, recommend or guarantee any products or services offered or information contained at such web site, or with respect to the sponsor or contents of such site, nor is the Bank liable for any failure of products or services offered or advertised at any such site. Such third party sponsor may have Terms of Use and privacy policies different from those of the Bank and any such third party web site may provide less security than Custody Connect.
9. To the fullest extent permitted by Applicable Law, and except as otherwise expressly provided in these Terms of Use, neither the Bank nor any of the Bank’s licensors or third-party information or delegates or service providers shall have any liability to you or any third party for loss or damage of any kind arising out of, or in connection with, the provision or use of (or any inability to use) Custody Connect or Custody Connect Content, or your access or use of (or any inability to access or use) any linked site, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, whether loss of profits, loss of data, direct, indirect, special or consequential loss or damage, even if the Bank or such third party has been advised of the possibility thereof. The Bank disclaims any liability whatsoever for any use of, or any action taken based on or arising from, the information available through Custody Connect (including Market Data), including for any investment or other decision made using this information. Neither the Bank nor its service providers, delegates or any other information provider is liable for any deficiencies in the accuracy, completeness, availability or timeliness of such information.
10. The exchanges and other data providers to which the Bank provides access hereunder, their holding companies, affiliates and subsidiaries do not guarantee the accuracy or reliability of the Market Data or other information they provide and will accept no liability to you (whether in tort or contract or otherwise) for any loss or damage arising from any inaccuracies or omissions in connection with such Market Data or information.
11. Investment services are not bank deposits, and are subject to investment risks, including possible loss of principal amount invested.
12. By identifying a device or software as an eligible device or software for use with the application, the Bank does not recommend, endorse or make any representation or warranty of any kind regarding the performance or operation of such device or software. You are responsible for the selection of an eligible device and software and for all issues relating to the operation, performance and costs associated with such device and software with your telecommunications carrier.
INDEMNIFICATION
1. You agree to indemnify and hold harmless the Bank and its directors, officers, employees and contractors from and against any claims, damages, losses, costs and expenses (including legal fees and costs) or liabilities arising, directly or indirectly, from (1) your use of (including on behalf of third parties), or inability to use, Custody Connect or any Custody Connect Content, (2) any breach by you of these terms of use, or (3) the actions, including instructions, of any persons, authorized or unauthorized, who gain access to Custody Connect through your Security Procedures.
E-MAIL
1. The Bank may offer e-mail links to you through or in connection with Custody Connect. You shall use them to transmit Instructions only in accordance with Applicable Law and the Bank's policies, and you shall not use them to transmit inappropriate information, including, without limitation, information which may amount to harassment, or which may be obscene, fraudulent or defamatory.
2. The Bank shall have no liability for any decision it makes to not accept or process Instructions inappropriately transmitted through e-mail links even if it had made an alternative decision to accept or process Instructions previously submitted by e-mail links.
USE OF DATA AND PROTECTION OF PERSONAL DATA
1. Your completion of the Bank’s registration procedures for obtaining access to Custody Connect, and your subsequent access to and use of Custody Connect, will provide the Bank and the provider of the Custody Connect, platform Citibank Europe plc, Luxembourg Branch (“Citi”), with, and make available to the Bank and Citi, registration data and other information or data about you or about your Firm, which may include personal data or otherwise constitute personal or personally- identifiable data as defined under Applicable Law (collectively, “Personal Data”). The Bank and Citi shall act as distinct data controllers within the meaning of the General Data Protection Regulation (EU) 2016/679 law (“GDPR”).
2. If any Personal Data belonging to staff or customers of your Firm, or other individuals, is provided to the Bank and Citi by or through you (such staff, customers or other individuals being referred to as "Data Subjects"), you represent and warrant that such persons are aware of and, to the extent required in order for the Bank to process such Personal Data in accordance with Applicable Law, explicitly consent to the use of such Personal Data by the Bank and Citi to the same extent as set forth in the paragraphs below.
3. In relation to Personal Data, you agree to provide the Data Subjects with the privacy notice that can be found at https://www.mufg-investorservices.com/wp-content/uploads/privacynoticeclients.pdf (for the Bank) and https://www.citigroup.com/citi/privacy.html (for Citi) and you agree to provide any other any privacy notice or statement that we instruct you to provide from time to time or obtain consents from the Data Subjects in relation to our use of Personal Data (which may include the timing, form and the manner in which information is to be provided or any consent is to be obtained).
4. You agree to indemnify the Bank and its directors, officers, employees and contractors from and against any claims, losses, costs and expenses (including legal fees and costs), damages or liabilities arising, directly or indirectly out of a breach by you of the representation and warranty and/or of the obligations in the foregoing provisions of this Section 20XX.
5. Furthermore, you acknowledge and agree that the Bank may monitor and record your use of Custody Connect, and your use of e-mail and other communications in connection with Custody Connect and that the Bank may monitor and record telephone conversations with you (collectively “Usage Data”). As part of the foregoing, the Bank may use cookies, Flash cookies, web beacons, or other technologies on the Custody Connect websites (including to monitor click-stream data). The Bank will only use cookies and other similar technology to the extent permitted under Applicable Law, including obtaining any necessary consents from you required by such Applicable Law. However, the Bank has no obligation to you to monitor and record such communications, and does not guarantee that recordings of any particular communications will be retained or capable of being retrieved.
6. In addition, your access to and use of Custody Connect may generate certain financial, transaction and market data (collectively, “Transaction Data”).
7. To the fullest extent permissible under Applicable Law (but subject to any limitations that may apply), the Bank and/or its affiliates shall be deemed the owner of any Personal Data, Usage Data, Transaction Data and any other information that you may provide or may arise when using Custody Connect (collectively the “Custody Connect Data”), but shall only use such Custody Connect Data as permitted in these Terms of Use. None of the foregoing shall limit your ability under Applicable Law, or any other Applicable Agreement with the Bank to access, correct, or remove Personal Data in possession of the Bank. You acknowledge and agree that the Bank, and its affiliates and sub-contractors, are entitled to rely on information provided by you when accessing and using the Custody Connect.
8. The Bank employs security and retention standards in accordance with Applicable Law to safeguard your Custody Connect Data.
9. You acknowledge, consent and agree that the Bank may use Custody Connect Data to provide Custody Connect or other services or information to you and to operate and administer the Bank business, including as follows:
  1. the Bank may use Custody Connect Data for the purpose of informing you about developments on Custody Connect or with respect to other products or services of the MUFG group during the continuance of our relationship;
  2. the Bank may process Custody Connect Data and transmit it (including to places outside of the European Economic Area which have data privacy standards which are not deemed adequate under European Union standards) to any entity within the MUFG group and/or third parties in connection with the business of any entity within the Bank’s group, including without limitation for the purposes of:
    - meeting obligations to stock exchanges, alternative trading systems, clearing and settlement agencies, government agencies and regulatory authorities, brokers, and other similar entities;
    - managing the relationship between you, your Firm and the Bank;
    - complying with Applicable Law, including without limitation anti-money laundering and anti-terrorist laws and regulations and fighting crime.
    - monitoring the Bank’s services;
    - communicating with credit reference and information agencies;
    - any entity within the MUFG group may do anything or disclose any matters without notice to you which the Bank or any such entity considers to be required by or appropriate to comply with any Applicable Law, or as required to enable any Custody Connect service to be provided.
10. You acknowledge, consent and agree that the Bank may use Custody Connect Data to the extent provided by Applicable Law (1) for research, analysis, sales and marketing purposes or (2) if such information is aggregated with other data or otherwise processed such that it cannot be reasonably attributed to or associated with you.
11. You acknowledge and agree that neither the Bank nor Citi and any of the entities within the MUFG group rely on any agreement or consent in relation to Personal Data obtained as part of or pursuant to these Terms of Use with you as the lawful basis for processing under the GDPR and of any data protection law applicable in Luxembourg from time to time (including but not limited to the Luxembourg law of 1st August 2018 on the organization of the National Commission for Data Protection and the general regime on data protection, as may be amended or replaced) and the laws and/or regulations of any country outside the European Economic Area that are intended to provide equivalent protections for personal data (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) of data subjects (as defined in the GDPR or the nearest equivalent term under applicable data protection law and/or regulation) as the GDPR, including without limitation, the data protection laws or regulations of the United Kingdom, Guernsey, Israel, Jersey, Morocco and Switzerland.
12. You acknowledge that further information about our use of Personal Data and data protection related matters is set out in a separate privacy statement on Custody Connect.
COMPLIANCE WITH APPLICABLE LAW
1. You acknowledge and agree that the Bank may, in its sole discretion, take any action or refrain from taking any action (including the disclosure of any information relating to you or to your transactions with the Bank) which it considers necessary or appropriate to comply with national or foreign laws or with the request of any national or foreign court, governmental, regulatory, market authority or other relevant authority, regulatory organization or clearing agency, or to enable the Bank to continue to provide Custody Connect to its users. Neither the Bank nor any of its officers, directors or employees shall be liable as a result of taking or refraining from taking any such action.
2. In relation to your use of Custody Connect, you agree to comply with national and foreign laws, including applicable anti-money laundering and anti-terrorist financing laws.
TERMINATION
1. The Bank may terminate this Agreement, and/or close, deactivate or block your access to Custody Connect at any time, with our without cause. You will remain liable to the Bank and its affiliates for any obligations incurred in respect of Custody Connect or the Products or services, whether arising before or after termination. You may terminate this Agreement after paying any obligations owed, and no such termination shall invalidate any Instruction received and accepted by the Bank. Sections 8, 9, 10, 12, 13, 15, 16, 17, 18, 20, 21, 23 and 24 hereof will survive any termination of this Agreement.
2. The Firm may terminate these Terms of Use at any time by giving one month’s notice to the Bank.
SEVERABILITY
1. If any specific provision of these Terms of Use is held to be unenforceable, that determination shall not affect the validity of the remaining provisions of these Terms of Use and such provision shall be interpreted to be enforceable to the fullest extent permitted under Applicable Law.
ENTIRE AGREEMENT
1. These Terms of Use supersede all prior versions of this document and, except as otherwise expressly provided in Section 2 or elsewhere in these Terms of Use, supersede all prior discussions, agreements and understandings between you and the Bank and constitute the entire agreement between you and the Bank with respect to your use of and access to Custody Connect and Content. You may, however, be subject to additional or other terms and conditions that may apply when you use other Bank or third party services, third party content or third party software.
ADDITIONAL TERMS
1. Certain sections or pages on Custody Connect may contain separate terms and conditions, all of which are incorporated by these Terms of Use. In the event of a conflict, such separate terms and conditions will govern for those sections or pages to which such separate terms and conditions apply.
GOVERNING LAW
1. Except as otherwise expressly set forth in Section 2 of these Terms of Use, use of Custody Connect and Custody Connect Content shall be governed by the laws of the Grand Duchy of Luxembourg.
JURISDICTION
1. To the fullest extent permitted by Applicable Law, you agree that any claim, action or proceeding seeking any relief whatsoever arising out of, or in connection with, these Terms of Use shall be brought by you only before the Courts of Luxembourg-City, Grand Duchy of Luxembourg which shall have exclusive jurisdiction to settle any dispute arising out of these Terms of Use.
ASSIGNMENT
1. You may not transfer or assign these Terms of Use. The Bank may assign this agreement in whole or in part (including any rights with respect to the Custody Connect Data), including in the context of any sale of all or part of its operations or assets. The Bank is then released from all liability.
DISCLAIMER OF AGENCY OR PARTNERSHIP
1. These Terms of Use shall not establish you as a legal representative or agent of the Bank, nor shall you have the right or authority to assume, create or incur any liability or any obligation of any kind, expressed or implied, against or in the name or on behalf of the Bank, and you shall not represent to any third party that you have such authority.
2. Nothing contained in these Terms of Use shall be deemed or construed to create a partnership; tenancy in common, joint tenancy, joint venture or co-ownership by or between the Bank on the one hand, and you or the Firm or any other person, on the other hand.

AGREEMENT TO THESE TERMS OF USE; DEFINITIONS; AMENDMENTS

OTHER AGREEMENTS WITH THE BANK

LAWFUL USE; COUNTERPARTIES

ACCESS TO AND USE OF CUSTODY CONNECT; SECURITY

INSTRUCTIONS; TRADING INSTRUCTIONS

INSTRUCTION EXECUTION; CANCEL AND CORRECT

SETTLEMENT AND PAYMENT

CHARGES, FEES AND TAXES

ELECTRONIC DELIVERY OF COMMUNICATIONS

STATEMENTS AND REPORTS

MARKET DATA AND PRICE INFORMATION

POTENTIAL INTERESTS AND CONFLICTS

RESERVATION OF RIGHTS; INTELLECTUAL PROPERTY

USE OF ROBOTS AND SPIDERS

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

INDEMNIFICATION

E-MAIL

USE OF DATA AND PROTECTION OF PERSONAL DATA

COMPLIANCE WITH APPLICABLE LAW

TERMINATION

SEVERABILITY

ENTIRE AGREEMENT

ADDITIONAL TERMS

GOVERNING LAW

JURISDICTION

ASSIGNMENT

DISCLAIMER OF AGENCY OR PARTNERSHIP