IMPORTANT – PLEASE READ CAREFULLY: Welcome to the BERDON FUND SERVICES LLC (“BFS”) Portal. By accepting the user ("You") (a) acknowledge(s) that you have read and understand this Portal End User License Agreement (“Agreement”), which is between BFS and You; (b) represent that You are 18 years of age or older or of legal age to enter into a binding agreement; and (c) accept this Agreement and agree(s) that You are legally bound by its terms and the terms and conditions of BFS’s privacy notice, which are published at /footer/fund-services-privacy-policy/ and which are incorporated herein by reference. The privacy notice explains how BFS treats Your personal information and protects your privacy when you use the BFS Portal. By declining, You are not participating in the BFS Portal.
Rights to Use BFS Portal
BFS grants You a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the BFS Portal as part of the services being provided to You by BFS. This license is for the sole purpose of enabling You to use and enjoy the benefit of the BFS Portal and services, in the manner permitted by these terms and conditions. You may not, and You may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the BFS Portal or any part thereof. Except as expressly provided herein, unless BFS has given You specific written permission to do so, You may not assign (or grant a sub-license of) Your rights to use the BFS Portal, grant a security interest in or over Your rights to use the BFS Portal, or otherwise transfer any part of Your rights to use the BFS Portal. Notwithstanding the foregoing, You are granted limited administrative rights to provide access to the BFS Portal in your reasonable discretion to those parties who would reasonably need to access information located on the BFS Portal, or who could upload Your information and documents (such as tax documents and other financial papers, collectively “Your Documents”) onto the BFS Portal for You to access, that would assist You in utilizing the services provided by the BFS Portal in the ordinary course of Your business.
You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement at any time and at our sole discretion, with notice to You. You are responsible for declining the then current version of the Agreement and policies in effect at all times. By using the BFS Portal, and by not exercising Your option to Decline, You agree to be bound by any such modifications and should therefore, upon BFS’s notification to You of any such modifications, periodically visit this page and the BFS Portal to determine the then current terms and conditions of use to which You are bound. You will note that at the bottom of this Agreement, the date of the last modification is indicated. You are encouraged to check the revision date with each use to ensure You are comfortable with the latest revisions. If You are dissatisfied with the BFS Portal, its contents or this Agreement as it may be revised, You agree that Your sole and exclusive remedy is to discontinue using the Portal. You may notify BFS via firstname.lastname@example.org if You no longer wish to use the BFS Portal.
You agree that BFS may terminate this Agreement, for any reason at our sole discretion, at any time, by providing You 7 days advance notice, and that BFS reserves the right to change, suspend, or discontinue all or any aspects of the BFS Portal, for any reason at our sole discretion, at any time, by providing You 7 days advance notice. Although at times there may be no access fees associated with the BFS Portal, if there is a time when BFS and You have agreed to access fees, You are personally liable for any charges that You incur prior to any termination, change, suspension or discontinuation of this Agreement or the BFS Portal.
You agree that:
You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any account You use to access the BFS Portal. Accordingly, You agree that You are solely responsible to BFS for all activities that occur under Your account. If You become aware of any unauthorized use of Your password on the BFS Portal or Your account, You agree to notify BFS immediately at email@example.com.
We reserve the right to log, review, and otherwise examine any information stored on or passing through our networks or systems.
Downtime and Service Suspensions
Your access to and use of the Services may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction, or other unavailability of any portion or all of the Services for any reason, including without limitation as a result of power outages, system failures or other interruptions.
We shall also be entitled, without any liability to You, to suspend access to any portion or all of the Portal at any time, on a system-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Portal; (b) in the event of a denial of service attack or other attack on the Portal or other event that we determine, in our sole discretion, may create a risk to the applicable Portal, to You or to any of our other customers if the Portal service were not suspended; or (c) in the event that we determine that any Portal service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.
The content on the BFS Portal, including without limitation the text, software, scripts, graphics, photos, sounds, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to BFS, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the BFS Portal is provided to You for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded or printed or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. BFS reserves all rights not expressly granted in and to the BFS Portal and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. If You receive written permission from BFS to download or print a copy of the Content for personal use, upon doing so You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the BFS Portal or features that prevent or restrict use or copying of any Content or enforce limitations on use of the BFS Portal or the Content therein.
Copyright and Trademark Policies
It is BFS policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, without limitation, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.
Warranty Disclaimers and Limitation of Liability
Except as specifically set forth in this Agreement, BFS makes no other representations or warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose, with respect to the BFS Portal. You agree that use of the BFS Portal is at Your sole risk. The BFS Portal is provided on an "as is" and "as available" basis.
Neither BFS nor its partners, agents, affiliates, or designees nor each of their respective officers, directors, employees, agents, contractors, subcontractors or the like (collectively, “Associates”) warrant that use of the BFS Portal site will be uninterrupted or error-free.
Under no circumstances shall BFS or its Associates be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages that result from, arise out of or otherwise relate to Your use of or inability to use the BFS Portal site, or any web site linked to the BFS Portal site, including but not limited to reliance by You on any information obtained from the BFS Portal site that results in mistakes, omissions, interruptions, deletion or corruption of files, viruses, delays in operation or transmission, or any failure of performance, or any loss of profit, loss of goodwill or data, or cost of procurement of substitute goods or services or other intangible loss suffered .
The BFS Portal utilizes industry accepted security systems in an attempt to eliminate unauthorized access to private information. By using the BFS Portal, You expressly agree to not hold BFS or its Associates liable in the event of unauthorized access and subsequent use of Your company and/or personal information. The foregoing Limitation of Liability shall apply in any action, whether in contract, tort or any other claim, even if an authorized representative of BFS has been advised of or should have knowledge of the possibility of such damages.
You agree to defend, indemnify and hold harmless BFS and any of its Associates from and against any and all claims, damages, obligations, losses, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or debt, and expenses of any kind (including but not limited to attorney's fees and costs and experts’ fees and costs) arising from: (i) Your use of and access to the BFS Portal; (ii) Your violation of any term of this Agreement; or (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive this Agreement and Your use of the BFS Portal.
All notices by You to us shall be by email to firstname.lastname@example.org or in writing to:
Berdon Fund Services LLC
360 Madison Avenue
New York, NY 10017
This Agreement constitutes the entire agreement between You and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between You and us, whether written or oral, regarding such subject matter.
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.
Successors and Assigns
This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by BFS without restriction.
Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between You and us (or any of our Associates).
Choice of Law and Forum
This License Agreement, its interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by the law of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York, New York. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
Limitation of Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.