The Website is available to, and may only be used by, individuals who are 18 years and older and can form legally binding contracts under applicable law. By using the Website, you represent and warrant that you meet all of the foregoing eligibility requirements and are fully able and competent to enter into the terms, conditions, representations and warranties set forth herein. If you do not meet all such eligibility requirements, you must cease all use of the Website, and you may not in any way access or use the Website.
Rockefeller may change or modify this Agreement from time-to-time without notice other than posting the amended terms on the Website. The amended Agreement will be effective on the later of the date on which it is posted or the date of the amendment. Your continued use of the Portal after any changes in the terms shall constitute your consent to such changes.
License to Use the Website
Subject to your compliance with all terms and conditions of this Agreement, Rockefeller grants to you a non-transferable, non-exclusive, worldwide, non-sublicensable license, to access and use the Website solely for your personal or internal business use. You may not access or use the Website for any other purposes. The terms of this Agreement do not alter in any way the terms or conditions of any of these other written or online terms and conditions or agreements you may have or will have with Rockefeller. You acquire only the right to use the Website and do not acquire any rights of ownership in the Website. Rockefeller reserves all rights to the Website not expressly granted to you. The Website may be accessed and used only by or for you.
You may not, and will not allow or cause any third party to: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or modify any portion of the Website, or use the Website to develop similar functionality; (b) copy any portion of the Website, except as expressly permitted by this Agreement; (c) sublicense, distribute, export or resell any portion of the Website or otherwise transfer any rights; (d) remove any proprietary or intellectual property rights notices or labels on the Website; (e) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website; or (f) otherwise exercise any other right to the Website not expressly granted in this Agreement. Rockefeller, or its licensors, own all right, title and interest in and to the Website. No license or other right in or to the Website is granted to you except for the rights specifically set forth in this Agreement.
In connection with your access to the Website, you may be asked to choose a password and a user name. You are solely responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification. You agree to immediately notify Rockefeller of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which Rockefeller may otherwise have, Rockefeller reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Website and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account.
Notwithstanding the above, Rockefeller may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall Rockefeller be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Rockefeller under this provision, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. You may not use anyone else’s account at any time, without the permission of the account holder. Rockefeller may, at its option, change the parameters for the password used to access the Website without prior notice to you, and if it does so, you will be required to change your password the next time you access the Website.
Website Security and Restrictions on Use
As a condition to your use of this Website, you agree that you will not, and you will not take any action intended to: (i) access data that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain any personal information about any other user of this Website; (iii) probe, scan or test the vulnerability of this Website or Rockefeller’s network or breach security or authentication measures; (iv) attempt to interfere with service to any user, host, or network or otherwise attempt to disrupt Rockefeller’s business; or (v) send unsolicited mail, including promotions and/or advertising of products and services. Unauthorized use of the Website, including but not limited to unauthorized entry into Rockefeller’s systems, misuse of passwords, or misuse of any information posted to this Website, is strictly prohibited. Portions of this Website are designated for password access only. In these instances, if you do not have an authorized password, no access is permitted.
You acknowledge and agree that the Website contains content (including information, data, software, photographs, graphics, text, images, logos, icons, typefaces, audio and video material, and other material) (“Content”) that is protected by copyrights, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or later developed. You further acknowledge and agree that title to (a) the Website, the Content and each component, copy and modification thereof and thereto, including but not limited to all derivative works, improvements or upgrades (collectively, “Derivative Works”) whether made by Rockefeller, you or on Rockefeller’s or on your behalf, including those made at your suggestion, and (b) all content and/or information provided to you through the Website, and all associated intellectual property rights in each case, are and shall remain the sole and exclusive property of Rockefeller, its affiliates and/or its licensors. You agree to assign, and hereby irrevocably and unconditionally assign to Rockefeller, in perpetuity and without further consideration, all right, title and interest in and to all Derivative Works created by or on behalf of you, and all intellectual property rights therein or relative thereto. To the extent such intellectual property rights cannot (as a matter of law) be assigned by you to Rockefeller, you hereby unconditionally and irrevocably grant to Rockefeller a perpetual, non-terminable, exclusive (without reservation), royalty-free, fully-paid, right and license, with the right to sublicense through multiple tiers of sublicensees, under any and all such rights: (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit and otherwise use the Derivative Works in any medium or format, whether now known or hereafter discovered; (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating or derived from the Derivative Work(s); and (iii) to exercise any and all other present or future rights in the same. You also confirm that any relevant moral rights in the Derivative Works have been waived, or if such rights are unwaivable, you agree to not enforce such rights, and for the avoidance of doubt this waiver and agreement shall extend to Rockefeller’s licensees and successor(s) in title. At Rockefeller’s request and expense, you shall execute and deliver such instruments and take such other action as may be reasonably requested by Rockefeller to perfect or protect Rockefeller’s rights in the Derivative Works.
You may from time to time provide suggestions, comments and feedback to Rockefeller concerning the Website, including, without limitation, identifying potential errors and improvements (collectively “Feedback”). Feedback which is provided by you to Rockefeller in connection with this Agreement may be freely used by Rockefeller to improve or enhance its products and services and, accordingly, you hereby assign to Rockefeller all right, title and interest in and to such Feedback without restriction.
You acknowledge and agree that there may be no adequate remedy at law for your breach of the terms of this section, that such a breach may irreparably harm Rockefeller, its affiliates and/or licensors, and that Rockefeller is entitled to equitable relief (including, without limitation, injunctions, and without the posting of a bond) with respect to any such breach or potential breach in addition to any other remedies.
Third Party Products, Services and Content
Your use of the Website, or certain features or functionality of the Website, may require the use of products, services or other materials which are owned or provided by third parties and provided under terms and conditions outside the scope of this Agreement (collectively, “Third Party Services”). All Third Party Services are provided to you under the applicable terms and conditions thereof between you and the third party provider of such Third Party Services, and your use of any Third Party Services, including in connection with the Website, shall be subject to such terms and conditions. The license granted to you under this Agreement pertains solely to your use of the Website and nothing in this Agreement is intended to alter your rights or obligations under, or grant you rights that supersede, the terms applicable to any Third Party Services. You are solely responsible for ensuring that your use of the Website does not breach or conflict with the terms applicable to any Third Party Services.
In addition, the Website may display or provide access to information, including data regarding financial markets, which is not supplied by Rockefeller (“Third-Party Content”). Rockefeller has not been involved in the preparation of, and has no control over, any such Third-Party Content and explicitly disclaims any warranties in connection therewith. All Third-Party Content is provided on an “as is” basis.
No Investment, Legal or Tax Advice; No Solicitation or Offer
Neither the information nor any opinion contained on this Website constitutes legal, tax or investment advice, or a solicitation or an offer to sell any securities or other financial instruments, or to provide any investment advice or service. Rockefeller is not using this Website to provide legal, tax, investment or other advice, and no information or material on this Website may be relied upon for the purpose of making or communicating investment or other decisions.
You use of the Website, including your use of any Third Party Services in connection with the Website, and any decisions based on information contained in this Website are the sole responsibility of you, and you agree to defend, indemnity and hold Rockefeller and its affiliates harmless from and against any liability that Rockefeller may incur, including liability resulting from third party claims, arising from any decisions that you may make based on such information or from your use of the Website.
Product and Service Information
Rockefeller does not warrant that any information, including any product or service descriptions, or other content of this Website, is accurate, complete, reliable, updated, current, or error-free. In the event Rockefeller determines that any such information is inaccurate or incomplete, Rockefeller reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error unless prohibited by law. Rockefeller may make improvements or changes to any content, information products, services, or programs described on this Website at any time without notice.
The information and materials contained on this Website are provided “AS IS” and Rockefeller does not warrant the accuracy, adequacy, or completeness of any such information or materials, and expressly disclaims liability for errors or omissions in such information and materials. The information and materials on this Website may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and Rockefeller does not undertake any obligation or responsibility to update or amend any such information. No warranty of any kind, implied, express or statutory, including but not limited to the warranties of non-infringement of third party rights, title, merchantability, fitness for a particular purpose and freedom from computer virus, is given in conjunction with the information and materials.
Rockefeller does not warrant that use of this Website will be uninterrupted or error-free. You are responsible for taking all precautions necessary to ensure that any information and materials they may obtain from or through this Website is free of viruses and other disabling contamination. Information submitted to this Website should be considered neither secure nor confidential. Rockefeller makes no representation whatsoever concerning the security or confidentiality of such information and specifically makes no representation that any information submitted through this Website will be received by Rockefeller.
Limitation of Liability
IN NO EVENT WILL ROCKEFELLER NOR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES ARISING IN CONNECTION WITH THE WEBSITE OR THEIR USE, OR THE INABILITY TO USE, BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF ROCKEFELLER CAPITAL MANAGEMENT OR ITS AFFILIATES AND REPRESENTATIVES, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
Rockefeller may terminate or suspend this Agreement, or terminate, suspend or limit your access privileges to the Website, in whole or part, at any time for any reason without prior notice, including but not limited to for reasons involving your use of the Website which Rockefeller may deem to be illegal or potentially brand damaging. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes. Upon termination, you shall immediately discontinue use of the Website.
Use of Links
In addition to this Agreement, you agree to be bound by and comply with such other written requirements as Rockefeller may furnish to you in connection with products and services provided through the Website, including, but not limited to, all account agreements, end user license agreements, and with all applicable State and Federal laws and regulations. To the extent there is a conflict between the terms of this Agreement and your applicable account agreements with us, or any end user license agreements (“EULA“) provided in conjunction with your use of such products or services, the terms of your account agreement, or EULA, as the case may be, will control except as may be otherwise stated herein.
Disclosures Made Pursuant to Rule 606 of SEC Regulation NMS
Rule 606 of SEC Regulation NMS requires broker-dealers receiving non-directed client orders to publicly disclose, on a quarterly basis, the top execution venues to which such orders are routed for execution. Broker-dealers must disclose material aspects of the relationships they maintain with the identified execution venues. The Rule 606 statistics for Rockefeller Financial LLC is available for public review by clicking here.
Use of this Website is Limited to Residents of the United States
The information provided on this Website is not intended for distribution to, or use by any person or entity not resident in the United States, or in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject Rockefeller or any affiliate to any registration requirement within such jurisdiction or country. This Website is operated by Rockefeller from its offices in the United States, and the information on this Website may not be appropriate or available for use in or from jurisdictions outside the United States. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with applicable local laws. Rockefeller makes no warranties that materials on this Website are appropriate for use in countries other than the United States. You may not use or export the materials on this Website in violation of U.S. export laws and regulations.
This Agreement, and any issues relating to the Website, are to be governed exclusively by the laws of the State of New York, excluding the application of its conflicts of law rules, and the federal laws of the United States, to the extent applicable.
This Agreement contains a pre-dispute arbitration clause. Under this clause, you and Rockefeller agree as follows:
- All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
- Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
- The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
- The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
- The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
- The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
- The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement.
- All controversies that may arise between you and Rockefeller concerning any subject matter, issue or circumstance whatsoever, including, but not limited to, controversies concerning any account, order, advice interaction or transaction, or the continuation, performance, interpretation or breach of this Agreement, shall be determined by arbitration in accordance with the rules then prevailing of the Financial Industry Regulatory Authority (FINRA) or any United States securities self-regulatory organization or United States securities exchange of which the person, entity or entities against whom the claim is made is a member, as you may designate.
- If you designate the rules of a United States self-regulatory organization or United States securities exchange and those rules fail to be applied for any reason, then you shall designate the prevailing rules of any other United States securities self-regulatory organization or United States securities exchange of which the person, entity or entities against whom the claim is made is a member. If you do not notify Rockefeller in writing of your designation within five (5) days after such failure or after you receive from Rockefeller a written demand for arbitration, then you authorize Rockefeller to make such designation on my behalf. The designation of the rules of a United States self-regulatory organization or United States securities exchange is not integral to the underlying agreement to arbitrate. You understand that judgment upon any arbitration award may be entered in any court of competent jurisdiction.
- No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
Material to be Reviewed in its Entirety; Severability
All materials on this Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions, disclosures, or hedge clauses, they apply to any partial document or material in the same manner as they do to the whole, and they will be deemed incorporated in the portion of any material or document that you consult or download. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and will not affect the validity and enforceability of the remaining provisions.
Legal Entity Disclosure
Rockefeller Capital Management is the marketing name for Rockefeller Capital Management L.P. and its affiliates. Investment advisory and fiduciary activities are performed by the following affiliates of Rockefeller Capital Management: Rockefeller & Co. LLC, Rockefeller Trust Company, N.A. and The Rockefeller Trust Company (Delaware). Rockefeller Asset Management and Rockefeller Global Family Office are divisions of Rockefeller & Co. LLC. Rockefeller Financial LLC is dually registered as a broker dealer and registered investment adviser with the US Securities Exchange Commission, Member FINRA and SIPC.
Check the background of financial professionals on FINRA’s BrokerCheck website: http://brokercheck.finra.org/
Investing involves risk, including the possible loss of principal. Past performance is no guarantee of future results and no investment or financial planning strategy can guarantee profit or protection.
Neither Rockefeller Capital Management or its financial advisors provide legal, tax nor accounting advice to clients. Please consult your own legal and/or tax advisors in connection with financial decisions.
Investment, insurance and annuity products offered through Rockefeller are: NOT FDIC INSURED | MAY LOSE VALUE | NOT BANK GUARANTEED | NOT A BANK DEPOSIT | NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY