By accessing in any manner (whether automated or otherwise) the website located at www.capcounsel.com (“Website”), a service of Capital Counsel LLC, you acknowledge that you have read these Terms & Conditions of Use (these “Terms and Conditions”), and that you agree to be bound by them and any additional terms and conditions that are referenced below or otherwise may apply to specific areas of the Website. If you do not agree to all of these Terms and Conditions, you are not an authorized user of the Website or its services and you should not use the Website.
Certain features or services that you access from the Website may be subject to additional terms and conditions presented to you at the time that you access them. In addition, some areas of the Website may be provided by our third-party partners and subject to separate terms and conditions.
Capital Counsel LLC (“Capital Counsel”, “firm”, or “we”, “our”, “us” or similar pronouns) reserves the right to change, modify, add or remove portions of these Terms and Conditions at any time for any reason without prior notice to you. We suggest that you review these Terms and Conditions periodically for changes. Such changes shall be effective immediately upon posting to the Website. You acknowledge that by accessing the Website after we have posted such changes, you are agreeing to these Terms and Conditions as modified.
Rules of Conduct and Prohibited Uses
You are required to comply with the following rules of conduct when you use the Website:
- Comply with all applicable laws when you use the Website.
- Do not use the Website or the Materials in any manner that could create the impression of affiliation, sponsorship, or endorsement by Capital Counsel.
- Do not obtain or attempt to obtain access to areas of the Website or any account or system connected to the Website that is not intended or authorized for access by you.
- Do not use the Website in any manner that would interfere with another party’s use of the Website.
- Do not restrict or inhibit another user or users from using and enjoying the Website.
- Do not circumvent or reverse engineer the Website or its systems.
- Do not use the Website in any manner that could “flood”, damage, or overburden the Website and technology, including any server or network used to operate the Website, as all servers have limited capacity and are used by many people.
- Do not “stream catch” (download, store, or transmit copies of streamed content on the Website).
- Do not use automated means to access the Website, or gain unauthorized access to the Website, or to any account or computer system connected to the Website. This prohibition does not apply to search engines accessing the Website solely for web indexing purposes.
- Do not “harvest” (or collect) information from the Website using an automated software tool or manually on a mass basis (unless we have given you separate written permission to do so). This includes, for example, information about other users of the Website and information about the offerings, products, services, and promotions available on the Website.
Disclaimer of Warranties
You agree that use of the Website is at your own risk. Nothing contained on the Website constitutes tax, accounting, regulatory, legal, insurance, or investment advice. Neither the information contained, nor any opinion expressed, on the Website constitutes a solicitation, recommendation, or offer by Capital Counsel LLC or its affiliates to adopt any investment strategy, buy or sell any securities, futures, options or other financial instruments, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. Decisions based on information contained on the Website are your sole responsibility. The Website and its content and services are not intended to be, and should not be, relied upon as a forecast, research, investment advice, or otherwise. Past performance is no guarantee of future results.
The investments and strategies discussed in the Website may not be suitable for all investors and are not obligations of Capital Counsel, its officers, directors, and employees. Capital Counsel makes no representations that the contents are appropriate for use in all locations, or that the transactions, securities, products, instruments, or services discussed on the Website are available or appropriate for sale or use in all jurisdictions or countries, or by all investors or counterparties. By making available information on the Website, Capital Counsel does not represent that any investment vehicle is available or suitable for any particular user. All persons and entities accessing the Website do so on their own initiative and are responsible for compliance with applicable local laws and regulations.
All investments involve risk and may lose value. The value of your investment can go down depending upon market conditions. Fixed income investments are subject to risk including interest rate, credit, market, and issuer risk. Before acquiring the shares of any securities by purchase or exchange, it is your responsibility to understand the objectives and risks associated with the investments.
The Website and its content and services are made available for information purposes only. We provide the Website (and the information, text, graphics, links, or other items contained on the Website) on an “as is” and “as available” basis, without warranty of any kind, whether express or implied (including warranties of merchantability, fitness for any particular purpose, and non-infringement). To the fullest extent permissible pursuant to applicable law, we expressly disclaim any and all such warranties. This means that we make no promises or warranties that:
- The Website will be available at any particular time,
- The Website will meet any particular requirements or provide any particular results,
- The information available on the Website will be accurate, precise, up-to-date, thorough, or complete,
- The Website or the information transmitted to or from it or stored on it will be secure from unauthorized access,
- Information and materials that you store in your account or on the Website will remain retrievable and uncorrupted (unless we promise this in a separate agreement with you), or
- The Website will be uninterrupted or error-free or will be free of viruses or other harmful components, or that defects will be corrected.
We likewise make no warranties or representations regarding any products or services requested or provided via the Website. Any products and services requested, purchased, or provided via the Website are provided “as is,” except to the extent, if at all, otherwise set forth in a separate agreement entered into between you and us or between you and a third party.
If you purchase a product or service from a third party after following a link on the Website, the terms of sale for your purchase are between you and the third party from which you made the purchase. We are not responsible for such third-party products or services or for disputes between you and their sellers.
No information or results, whether oral or written, obtained by you from us or through the Website shall create any warranty not expressly made herein or in a separate agreement entered into between us and you. We hereby disclaim, and you hereby waive, any and all warranties and representations made in product or services literature, frequently asked questions documents, support documentation, by our client service and support agents, and otherwise on the Website or in correspondence with us and our agents. We are not liable for any inaccuracy or omission concerning any of the information provided on the Website. We are also not responsible for any content or materials posted to the Website by users, nor for disputes between users, or between users and third parties.
The disclaimers in these Terms and Conditions apply to us and our affiliated and related companies as well as third parties that are involved in the creation, production, distribution, or maintenance of the Website, and any of their employees and agents.
Investments in a Capital Counsel client account are not bank deposits and are not insured or guaranteed by Capital Counsel or the Federal Deposit Insurance Corporation, any other government agency or any bank.
Capital Counsel LLC is a Registered Investment Advisor based in New York City. The firm is registered with the Securities & Exchange Commission. Capital Counsel manages investment portfolios via Separately Managed Accounts and other commingled vehicles available only to certain qualified investors and/or existing clients of the firm, and are not offered to the general public.
Trademarks, Copyrights and other Intellectual Property
The content and materials contained on the Website, and all copyrights, trademarks, service marks, and/or other intellectual property rights therein, are owned or licensed by Capital Counsel and/or its third-party information providers and is protected by applicable law. Such content is solely for your personal, non-commercial use, and you may not use it for commercial purposes. Accordingly, unless explicitly authorized in these Terms and Conditions or by the owner of the materials, you may not copy, distribute, modify, reproduce, republish, upload, transmit, translate, sell, create derivative works of, post, frame, deep link, or otherwise exploit in any manner or medium (including by email or other electronic means) any material from the Website, including any text, graphics, video, audio, software code, user interface design, or logos. You may, however, from time to time, download one copy of material displayed on the Website for your personal, non-commercial use, provided you also retain intact all copyright and other proprietary notices on the materials.
Links to Other Websites
The Website may contain links to one or more websites operated by third parties, such as a link to login to your account with BNY Mellon, N.A, and such links are provided for convenience only. Capital Counsel has no control over any such other websites, the contents therein, or the products/services offered, and expressly disclaims any responsibility for them or for any loss or damage that may arise from your use of them. The existence of any such links shall not constitute an endorsement by Capital Counsel of, or representation or warranty by Capital Counsel regarding, such websites, the contents of such websites, the products or services of such websites, or the operators of such websites. If you decide to access any such websites, you do so entirely at your own risk and subject to the terms and conditions and privacy policies for such websites.
Links to the Website from Other Websites
You may not display hyperlinks on your websites to the Website without our express written consent. If you desire to display on your website a hyperlink to the Website, you must request permission from Capital Counsel by sending an email to firstname.lastname@example.org and enter into a written agreement with Capital Counsel governing such display.
Transmissions To and From the Website
Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from the Website may not be secure, whether by email or through the Website or posts on the Website. Communications to Capital Counsel, particularly those containing confidential information, may be sent by mail to: Capital Counsel, LLC, 527 Madison Avenue, 19th Floor, New York, NY 10022. Capital Counsel makes no warranty to you regarding the security of the Website, including with regard to the ability of any unauthorized persons to access information received or transmitted by or to you through or from the Website.
If you submit or post any materials or content to us, including through the Website, you grant us and our affiliates a royalty-free, perpetual, irrevocable, transferable, assignable, sub-licensable, worldwide license to use such materials and content, including alterations thereof, for our business purposes, in any form, in any media, and via any technology we choose, whether it exists now or is created in the future. You represent that any materials and content posted or otherwise submitted by you to us, including through the Website, are original to you and that you have the right to grant us these rights.
Account Registration and Login; Password Security and Notification
Certain features or areas of the Website are restricted to authorized users only. These features or areas are protected by passwords or require a login and personal and/or demographic information as part of a Website registration or login process. It is a condition of your use of the Website that all information you provide on the Website is true, accurate, current, and complete. You acknowledge that your account, if any, is personal to you and agree not to provide any other person with access to the Website or portions of it using your username, password, or other security information.
You are solely responsible for all activity occurring when the Website is accessed through your account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information. You must notify Capital Counsel immediately if you become aware of any disclosure, loss, theft, or unauthorized use of your password or other account information.
Account Information on the Website
Certain Capital Counsel clients may access account information through our Client Portal via the Website. Account information is unaudited, unless noted otherwise.
Suspension or Termination of Access
We have the right to deny access to, and to suspend or terminate your access to, the Website, or to any features or portions of the Website, and to remove and discard any content or materials available on the Website (including those that you have submitted to the Website), at any time and for any reason, including for any violation by you of these Terms and Conditions. In addition, we reserve the right to terminate the Website usage privileges of users who infringe intellectual property rights. In the event that we suspend or terminate your access to and/or use of the Website, you will continue to be bound by the Terms and Conditions that were in effect as of the date of your suspension or termination.
We control and operate the Website from our facilities in the United States of America. We do not represent that materials on the Website are appropriate or available for use in other locations. The information provided on the Website 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 law or regulation or which would subject Capital Counsel or its affiliates to any registration requirement within such jurisdiction or country. The Website will not be considered a solicitation for or offering of any investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal.
If you choose to access the Website from locations outside of the United States of America, you are responsible for compliance with local laws, if and to the extent local laws are applicable.
Governing Law; Jurisdiction
The laws of the State of New York, without giving effect to any principles of conflicts of law, govern these Terms and Conditions, and the relationship between you and us.
If you or we take legal action relating to these Terms and Conditions, you and we agree to file such action only in the New York State Supreme Court located in the borough of Manhattan in New York, NY, or the United States District Court for the Southern District of New York, and you and we consent and submit to the personal jurisdiction of those courts for the purpose of litigating any action with Capital Counsel, its affiliates, or with any funds referenced in the Website.
Limitation of Liability
If you are dissatisfied with the Website, or any materials, products, or services on the Website, or with any of these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Website.
In no event will we or any of our affiliates, or any of our or their directors, officers, employees, agents, or content or service providers, be liable for any damages to you or anyone (including, without limitation, direct, indirect, special, incidental, consequential, exemplary, or punitive damages) arising from, or directly or indirectly related to, the use or attempted use of, or the inability to use, the Website (or the content, materials, and functions provided as part of the Website), whether in an action of contract, negligence, or strict liability, even if we knew, should have known, or had been advised of the possibility of such damages. Notwithstanding and without limiting the foregoing, you agree that our liability and the liability of our affiliates, and of any of our and their directors, officers, employees, agents or content or service providers, if any, arising out of any kind of legal claim in any way relating to the use of the Website, will not exceed the amount you have actually paid to us, if any, for use of the Website, or, if applicable, for use of the specific Website feature or service from which the claim in question first arose. Because some states do not allow the exclusion or limitation of certain categories of damages, the above limitations may not apply to you. In such states, our liability and the liability of our affiliates, and any of our and their directors, officers, employees, agents, or content or service providers, is limited to the fullest extent permitted by such state law.
You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to use of the Website, or these Terms and Conditions, must be filed by you within one year after such claim or cause of action accrued; otherwise, such claim or cause of action is permanently barred.
You agree to defend, indemnify, and hold harmless Capital Counsel, its affiliates, and each of their respective officers, directors, members, partners, managers, agents, and employees against any losses, damages, claims, liabilities, and costs (including reasonable attorneys’ fees) arising from your use of the Website, from violation of these Terms and Conditions or applicable law by you or by someone accessing the Website via your account, or from any decisions that you make based on information available through the Website. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. This indemnification, defense, and hold harmless obligation will survive these Terms and Conditions and the termination of your use of the Website.
Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. If we do grant a waiver of any right under a term of provision of these Terms and Conditions, such waiver will not be deemed a waiver of any other right, term, or provision of these Terms and Conditions at the time of such waiver or a waiver of that or any other right, term, or provision of these Terms and Conditions at any other time.
If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, you and we nevertheless agree that the court should endeavor to give effect to intentions as reflected in the provision and the other provisions of these terms and conditions will remain in full force and effect.
If any provision of these Terms and Conditions is deemed by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions, and you and we nevertheless agree that the court should endeavor to give effect to the intentions as reflected in the severed provision.
These Terms and Conditions, together with any additional terms and conditions that are referenced herein or otherwise may apply to specific areas of the Website, constitute the entire agreement between Capital Counsel and you with respect to the Website.
These Terms and Conditions are personal to you and you may not assign it to anyone. These Terms and Conditions are not intended to benefit any third party, and do not create any third-party beneficiaries. Accordingly, these Terms and Conditions may only be invoked or enforced by you or us.
Last Updated: November 28, 2017