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The Institutional.Fidelity.com site (the site and its related documentation shall be referred to collectively as the "IFC" site) is designed to allow you to view certain account information, as well as such other features as Fidelity may make available to you from time to time. In addition, access to the IFC site may permit you to place purchase, exchange, and/or redemption orders and instructions, excluding redemption orders in some retirement accounts, for shares of certain Fidelity mutual funds. Your ability to use these portions of the site is governed by this entire agreement as well as the applicable IFC site Client Agreement, or IFC site Customer Agreement ("IFC site Agreement"), entered into by your firm.
As used herein, "Fidelity" includes Fidelity Distributors Company LLC, Fidelity Investments Institutional Operations Company, LLC, and/or any of their employees, agents, or affiliates; the "Funds" are mutual funds for which Fidelity serves as principal underwriter and/or transfer or subtransfer agent; and "You" means an investment professional, an authorized representative of one of Fidelity's institutional clients, or other authorized agent or employee of a Fidelity Account Holder ("Client").
By accessing the IFC site, you represent that you agree to the terms and conditions of this Agreement. If you do not agree to the terms and conditions you may not access the IFC site and you should discontinue your use of this site immediately.
- You warrant and represent that (a) you are an authorized representative of Client, (b) Client has authorized you to access and use the IFC site, (c) you are authorized by Client to accept all of the terms and conditions of this Agreement on behalf of Client, and (d) all the terms and conditions contained herein shall apply equally to both you and Client.
- You warrant and represent that you will not use the IFC site to view the account information of a person or entity (as used herein, such person or entity shall be referred to as a "Customer") or access information about any Customer's account unless and until you and such Customer have done all things legally necessary to validly authorize you to access such information. You also agree not to republish, rebroadcast, alter, reproduce, or commercially exploit the data, information, and services provided to you, except as authorized by this Agreement.
- You shall be responsible for the confidentiality and security of any user identification number and/or password (collectively "Security Measures") issued to you. You understand that you and Client shall be solely responsible for the use or misuse of all data, information, and services obtained from, and all Instructions transmitted through, the IFC site. You shall immediately notify Fidelity if the IFC site is accessed in violation of this Agreement, or if you desire to modify or eliminate your ability to use or access the IFC site, and Fidelity shall assume no liability for your failure to do so.
- You understand that all the terms and conditions of the IFC site Agreement, as well as any applicable prospectus control the operation of your account hereunder and that those terms and conditions are incorporated herein by reference. You warrant and represent that you will not use the IFC site to convey communications or instructions for the account of a person or entity other than Client. You agree that neither Fidelity nor any of the Funds shall be under a duty to inquire as to the authority or propriety of any instructions given to Fidelity by You pursuant to the terms of this Agreement. Fidelity shall be entitled to act upon any such communication or instruction, and Fidelity will not be liable for any loss, cost, expense, or other liability arising out of any such communication or instruction.
- Fidelity shall not be under a duty to inquire into the authority or propriety of any Instruction transmitted to Fidelity using such Security Measures. Fidelity shall be entitled to treat as authorized and act upon any such Instruction, and Fidelity will not be liable for any loss, cost, expense, or other liability arising out of any such Instruction.
- You agree to immediately notify Fidelity if there is a discrepancy of any sort in the system, including discrepancies in the account balances, transaction activity, or security positions available through the IFC site. If you fail to notify Fidelity of any such discrepancies, neither Fidelity nor any third parties can or will have any responsibility or liability to you, your Client, or to any other person or entity whose claim may arise through you for any claims with respect to such discrepancy.
- You understand that Fidelity will not be responsible for the accuracy, completeness, or use of any information received by you from outside data sources through the IFC site, and that Fidelity makes no warranties concerning such information.
- The IFC site is the proprietary property of Fidelity and/or third parties from which Fidelity has obtained rights to provide access to you. Fidelity hereby grants you a nonexclusive, nontransferable license for the term of this Agreement to access and use the IFC site for the purposes of conveying account information and purchase, exchange, or redemption orders for shares of certain Fidelity mutual funds (the "Funds") and instructions related thereto, and for such other purposes as Fidelity shall make available to you from time to time. You agree not to use the IFC site except as authorized by this Agreement and, in any event, not to make it available to any third parties.
- You agree that neither Fidelity nor any third party working with Fidelity to provide services hereunder shall be responsible for any damages caused by communications line failure, unauthorized access, theft, systems failure, or other occurrences beyond its control. You agree to provide all telephone and other equipment to access the IFC site, and you will be solely responsible for paying all charges related thereto.
You expressly acknowledge and agree that the use, transmission, and storage of any information,
including without limitation portfolio information, transaction activity, and account balances
available through the IFC site is at your sole risk and responsibility.
NEITHER FIDELITY NOR ANY THIRD PARTY MAKES ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE IFC SITE OR ANY INFORMATION, PROGRAMS, OR PRODUCTS OBTAINED FROM, THROUGH, OR IN CONNECTION WITH THE IFC SITE. IN NO EVENT WILL THE FUNDS, FIDELITY, OR ANY THIRD PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN OR USE OF THE IFC SITE.
- You agree that Fidelity may discontinue your access to the IFC site, in whole or in part, at any time, and Fidelity may modify or change the terms and conditions of access, in whole or in part, at any time and from time to time. In the event of any disruption in or discontinuance of the availability of the IFC site, you should contact Fidelity for instructions on backup services.
- Telephone calls and other communications to Fidelity may be recorded, and you hereby consent to such recording. You agree that Fidelity may monitor, store, and retrieve any communication transmitted through the IFC site.
- Fidelity has taken reasonable security precautions for the electronic transmission of data or communications through the IFC site. Fidelity cannot guarantee the privacy, security, or authenticity of information transmitted over the Internet, and Fidelity disclaims liability for interception of any such data or communications. For inquiry only access, Fidelity requires use of an Internet browser that utilizes at least 40-bit encryption, but strongly urges the use of 128-bit encryption. For trading access, Fidelity requires the 128-bit encryption. Fidelity shall not be responsible for, and makes no warranties regarding, the access, speed, or availability of Internet or network services or any other service required for electronic communication.
- Your use of the IFC site may involve the transmission of personal financial information about you, Client, and your Customers including, but not limited to, transaction history, account balances, and holdings. You consent to the transmission by electronic means of such information through the Internet, and represent that you have done all things legally necessary to obtain your Customers' consent to the transmission of such information through the Internet. You further represent that such consent shall be effective at all times you use the IFC site.
- The IFC site and any underlying technology may not be accessed or exported outside the United States or to any foreign entity or "Foreign Person" as defined in the U.S. government regulations, including without limitation anyone who is not a citizen, national, or lawful permanent resident of the United States. You warrant that you are not a "Foreign Person" or under the control of a "Foreign Person."
- This Agreement shall be construed in accordance with, and any disputes that may arise hereunder shall be governed by, the laws of the Commonwealth of Massachusetts.
Fidelity, Fidelity Investments, and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC.
Fidelity Investments Institutional Operations Company, LLC.
100 Salem Street
Smithfield, RI 02917