Compass Terms of Use

Initial Posting December 18, 2015
Last Updated December 18, 2015

Summary of Changes: No changes have been made since the Initial Posting.

We ask that you read these portal terms of use (“Terms of Use”) carefully before registering for or using B|O|S Compass. Bingham, Osborn & Scarborough, LLC doing business as B|O|S (“B|O|S,” “we” or “us”) provides B|O|S Compass and related services ( “B|O|S Compass”) subject to your agreement to and continued compliance with these Terms of Use.

Your use of the B|O|S public website is also subject to the B|O|S public website terms of use at the following link: B|O|S Website Terms of Use. Those public website terms of use are incorporated herein by this reference. Moreover, if you are a client of B|O|S, your client engagement letter governs your general relationship with B|O|S.

Please read these Terms of Use (including the privacy policy and other terms of use linked herein) carefully before completing your registration or accessing or using B|O|S Compass. By registering as a user or logging into B|O|S Compass, you are representing that you have read, understand and are consenting to be bound by these Terms of Use in their entirety, and your act of registering as a user or logging in will constitute your legally binding agreement to these Terms of Use. If you do not agree to all of the provisions in these Terms of Use, do not registering as a user or log into B|O|S Compass, since by becoming a registered user or logging into B|O|S Compass you will be fully bound by these Terms of Use.

These Terms of Use apply to all registered users of B|O|S Compass, regardless of whether such users are B|O|S clients. By registering as a user or logging into B|O|S Compass you represent that you are either a client of B|O|S or a representative of a client who is authorized to access B|O|S Compass on behalf of the client, that you are at least eighteen (18) years of age and that you have the right and ability to enter into these Terms of Use and to access the Content. B|O|S may use the information you provide during the registration process to verify your identity and authorization.

Privacy and Data Security

Your use of B|O|S Compass is subject to our general Website Privacy Policy, linked here: B|O|S Website Privacy Policy, which is incorporated herein by this reference. In addition, if you are a client of B|O|S, your use of B|O|S Compass is also governed by our client Privacy Notice and Model Privacy Form, which have been provided to you separately. You may request a copy of our Privacy Notice and Model Privacy Form from your B|O|S service team.

To help protect your personal information from unauthorized access and use, we maintain security standards and procedures that comply with federal law. As part of those security standards and procedures, we use a third party cloud-based portal provider to provide B|O|S Compass, and we believe that provider utilizes adequate security measures consistent with industry standards. However, no absolute assurance can be made with respect to the security of any information transmitted to or from or stored on an online cloud-based portal such as B|O|S Compass.

We may gather statistics regarding use of B|O|S Compass and use them for internal planning, B|O|S marketing, or other business purposes, but we will not sell or otherwise provide usage statistics to any other party for their own marketing or other purposes.

B|O|S Compass Registration Information and Requirements

When you register for B|O|S Compass, we will ask you to give us certain personal identifying information (“Authorization Information”). You agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from B|O|S for any purpose. For your protection and the protection of our other clients and B|O|S Portal users, we ask you not to share your Authorization Information (including passwords, usernames, and screen names) with any other person for the purpose of facilitating their unauthorized access or use of B|O|S Compass. You are responsible for activities that occur through the use of B|O|S Compass with your Authorization Information. If you believe that someone has used your Authorization Information to access B|O|S Compass without your consent, please contact B|O|S immediately.

Additional Users

If you are a client of B|O|S, you have the authority to designate one or more additional user(s) to have access to your B|O|S account and other information through B|O|S Compass (“Additional Users”). When you designate an Additional User, B|O|S will enable their access to B|O|S Compass and they will have access to all information that may be accessed by you through B|O|S Compass. Once you have designated an Additional User, you are responsible for informing us in writing of any changes to your designated Additional Users, including the addition of an Additional User or the discontinuation of any Additional User’s access. You will otherwise maintain control of your Authorization Information in order to ensure only those who are authorized to do so may access B|O|S Compass. You are responsible for the use of B|O|S Compass by your Additional Users.

If you are registering for or accessing B|O|S Compass as an Additional User, in addition to the other terms and conditions of these Terms of Use, you will (i) retain all information obtained through B|O|S Compass in strictest confidence, and (ii) use such information only as necessary to provide your services to the B|O|S client who has designated you as an Additional User.

Copyright

The material on B|O|S Compass and all pages within B|O|S Compass (including attached or linked publications or other material), including the images and their arrangement and all text, individually and as a compilation, data supplied to you and any other content on B|O|S Compass (collectively “Content”) is Copyright © 2000 through 2015, as indicated, by Bingham, Osborn & Scarborough, LLC. All rights are reserved. You may not copy the Content, and you may not upload, post, publish, transmit or distribute it in any way (whether electronically or otherwise) or create other works based on it, without our prior written consent, except that the following are permitted for your personal information or use consistent with these Terms of Use: (a) copies made incidentally in the ordinary course of your use of B|O|S Compass (such as in cache memory), (b) download of your account information to Excel or other appropriate programs on your computer, and (c) a reasonable number of printed or electronic copies, provided you do not delete or change any copyright, trademark or other notices. Title to and all intellectual property rights in the Content belong to B|O|S and its affiliates or licensors.

Third Party Information Providers

Certain Content on B|O|S Compass is provided to B|O|S from third parties, such as account custodians, mutual funds and investment companies, vendors, indices or other information providers (“Third Party Providers” and such information, “Third Party Information”). Third Party Information may be embedded in other information or Content and is subject to the general Terms of Use herein. B|O|S believes the Third Party Information to be reliable, but B|O|S cannot guarantee and does not independently verify the accuracy of such information.

Service Marks

“Bingham, Osborn & Scarborough,” “We Manage The Money You Want to Keep,” “Your Financial Future. Our Discipline,” and “Invest with Vision” are all service marks or trademarks of B|O|S. B|O|S may also have service mark or trademark rights in logos or other marks contained in B|O|S Compass. In addition, the look and feel of B|O|S Compass constitute the service marks, trademarks and/or trade dress of B|O|S and, except as expressly provided herein, may not be copied, imitated or used, in whole or in part, without the prior written permission of B|O|S. Other trademarks, service marks and logos used on B|O|S Compass may be the trademarks, service marks or logos of Third Party Providers or other owners. You agree not to use or display service marks, trademarks or logos found on B|O|S Compass without the prior written consent of B|O|S or the owner of such mark (except in the ordinary course of your use of B|O|S Compass consistent with the terms set forth under “Copyright” above).

General Disclaimers

The information and Content on B|O|S Compass is for informational purposes, and should not be construed as investment advice or relied on as a recommendation to take any action, except to the extent any Content expressly suggests that specific actions should be taken by you or by B|O|S on your behalf.

The information and Content on B|O|S Compass is not intended to replace the periodic statement of activity you receive from your respective custodians. Your official trade confirmations and account statements from your custodian are the official records of your account. It is your responsibility to verify any information on B|O|S Compass before relying on it. In the event that an inaccuracy comes to your attention, please inform B|O|S immediately.

Warranty and Other Disclaimers

B|O|S Compass, including any information or Content contained within it or any site-related service, is provided “AS IS” and “AS AVAILABLE,” with no representations or warranties of any kind, either expressed or implied, including, but not limited to, the implied warranties of fitness for a particular purpose, title and non-infringement, and quality of information. B|O|S makes no warranty that B|O|S Compass and/or any Content therein will meet your requirements, or will be uninterrupted, timely, secure, current, accurate, complete or error-free, and you assume total responsibility and risk for your use of B|O|S Compass. B|O|S provides no guarantee against the possibility of deletion, mis-delivery or failure to store communications, personalized settings, or other data. B|O|S expressly disclaims all liability for errors or omissions in, or the misuse or misinterpretation of, any information contained in B|O|S Compass. B|O|S may change information or Content contained on B|O|S Compass at any time but has no commitment to update such information or Content on any specific schedule.

Investment Disclaimers

The Content is for informational purposes only and is not intended to be used as a general guide to investing or financial planning, or as a source of any specific recommendations (unless otherwise expressly stated), and makes no implied or express recommendations concerning the manner in which any individual’s account should or would be handled, as appropriate strategies depend upon the individual’s specific objectives. It is the responsibility of any person or persons in possession of this material to inform himself or herself of, and to seek appropriate advice regarding, any investment or financial planning decisions, legal requirements, and taxation regulations which might be relevant to the topics and information available on B|O|S Compass or the purchase, subscription, holding, exchange, redemption, or disposal of any investments.

The portfolio risk management process includes an effort to monitor and manage risk, but does not imply low risk. Past performance is not indicative of future results, which may vary. The value of investments and the income derived from investments can go down as well as up. Future returns are not guaranteed, and inherent in any investment is the potential for loss.

Returns presented are after B|O|S advisory fees, unless otherwise indicated, and year-to-date returns are typically as of the previous business day while 1-, 3-, and 5-year returns are typically as of the most recent month-end. Management fees are deducted at the time they are paid. Investment returns typically include changes in the value of holdings, interest, and dividends and are net of applicable transaction fees. Sales charges and/or other fees may not be reflected in performance calculations. Market indices, such as the S&P 500, cannot be invested in directly and investments designed to track indices will incur expenses that lower returns compared to the returns of the indices themselves. Cash equivalents may include money market funds that seek to maintain a $1.00 per share price; there is no assurance that these funds will be able to maintain a stable net asset value of $1.00 per share price. Additional detail may be provided in disclosures on B|O|S Compass.

Opinions expressed on B|O|S Compass are current opinions, which are not reliable as fact, as of the date appearing in Compass only and are subject to change. In addition, it is possible that B|O|S Compass could include typographical or other inaccuracies or errors, and that unauthorized additions, deletions and alterations could be made to B|O|S Compass by third parties. The Content is provided on the basis that the responsibility for assessing its accuracy, completeness and relevance rests wholly with you and is not guaranteed by B|O|S.

The Content does not constitute a solicitation in any jurisdiction in which such a solicitation is unlawful or to any person to whom it is unlawful. Moreover, the Content neither constitutes an offer to enter into an investment agreement with the recipient nor an invitation to respond by making an offer to enter into an investment agreement.

Market Value of Priced Securities; Unrealized Gain/Loss; Performance Report Data

The value of your investments reflected on B|O|S Compass represents the total estimated market value of the priced securities listed in your portfolio and does not reflect real-time information. Third Party Provider pricing vendors provide securities prices that they believe to be accurate and reliable, but B|O|S does not independently verify or guarantee that those prices are accurate. Prices on securities are updated either daily, weekly, monthly or irregularly, depending on the security type and trading frequency. Pricing information on certain securities may not be available and discrepancies may occur. Securities that have not been priced may not be included in the portfolio value amount. Prices are intended as estimates of portfolio value only. We believe these estimated prices are satisfactory for most informational portfolio valuation needs. If you would like to discuss the estimated market value of your account holdings for the purpose of making any investment decision, please contact your custodian or B|O|S team.

Content may be updated or corrected from time to time. Please refer to your periodic account statement provided by your respective custodian for the most accurate information.

“Cost Basis,” “Unit Cost,” and “Unrealized Gain/Loss” may be calculated and displayed when cost-basis data is supplied. Unrealized Gain/Loss is calculated using prices and cost-basis which are provided by Third Party Provider pricing vendors. We cannot guarantee the accuracy of such cost-basis or price data. This information is not intended to replace the periodic account statement or tax reporting information you receive from your custodians, and should not be used for tax reporting purposes. If you require further information, please contact your B|O|S team.

Markets and Market Data

Included in B|O|S Compass may be market information provided by InvestCenter, FinancialContent Services, Inc. and other Third Party Providers (“Market Information”). If included, this Market Information may include financial market data, quotes, news, analyst opinions, and research reports. If provided, Market Information is Content subject to the entirety of these Terms of Use. In addition and without limiting anything in these Terms of Use, we want to emphasize certain cautions and limitations with respect to the Market Information. B|O|S does not endorse or approve the Market Information, and we may make it available to you only as a service and convenience. You are cautioned not to rely on Market Information in making any investment decisions. B|O|S and our Third Party Providers do not (1) guarantee the accuracy, timeliness, completeness or correct sequencing of the Market Information, or (2) warrant any results from your use or reliance on the Market Information. Market Information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither B|O|S nor the Third Party Providers are obligated to update any information or opinions contained in any Market Information, and we may discontinue offering Market Information at any time without notice. You agree that neither B|O|S nor the Third Party Providers will be liable in any way for the termination, interruption, delay, or inaccuracy of any Market Information. You will not redistribute or facilitate the redistribution of Market Information, nor will you provide access to Market Information to anyone who is not authorized by B|O|S to receive Market Information. If you are a securities broker, dealer, banker, or investment advisor, you agree not to use the Market Information provided by B|O|S for any purpose related to your business.

MSCI Data

Neither MSCI nor any other party involved in or related to compiling, computing or creating the MSCI data makes any express or implied warranties or representations with respect to such data (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability or fitness for a particular purpose with respect to any of such data. Without limiting any of the foregoing, in no event shall MSCI, any of its affiliates or any third party involved in or related to compiling, computing or creating the data have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages. No further distribution or dissemination of the MSCI data is permitted without MSCI’s express written consent.

Limitation of Liability

You expressly understand and agree that neither B|O|S, the Third Party Providers, nor their respective owners, agents or affiliates, shall be liable for any direct, indirect, incidental, special, consequential, exemplary, punitive or other damages, including without limitation damages for loss of profits, goodwill, use, data loss, or other losses (even if B|O|S has been advised of the possibility of such damages) resulting from: (i) your use or inability to use B|O|S Compass or reliance on the Content without verifying its accuracy, (ii) any link provided in connection with B|O|S Compass, (iii) any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, worm, trojan horse or similar matter, or any system failure, or (iv) any unauthorized user or hacker gaining access to or damaging data. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not fully apply to you, but shall apply to the full extent allowed under applicable law.

Indemnification

You agree to defend, indemnify and hold B|O|S and our officers, employees, members, agents and affiliates, harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from your violation of these Terms of Use or any misuse of B|O|S Compass. This obligation will survive the termination of these Terms of Use.

Links to Third-Party Sites

Certain hyperlinks to third-party websites are provided on B|O|S Compass as a convenience to the user. If you opt to hyperlink to any such websites, you do so entirely at your own risk as they are third-party websites. We are not responsible for the content, update, or accuracy of those sites, and a link to a third-party site or third-party content does not imply B|O|S’s endorsement, adoption or sponsorship of, or affiliation with, such third-party site or content. B|O|S accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, third-party sites or content. When you leave B|O|S Compass, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data-gathering practices, of any third-party site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Choice of Law; Jurisdiction

These Terms of Use will be governed by and be interpreted pursuant to the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law. The state or federal courts located in the City and County of San Francisco, California, shall have exclusive jurisdiction over any cause of action arising out of or related to the content or use of B|O|S Compass.

Severability

If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be (1) deemed severable and will not affect the validity and enforceability of any remaining provisions, and (2) reformed by the court and enforced to the full extent lawful, valid and enforceable.

Changes to B|O|S Compass and Content; Unavailability; Internet Risks

We may make changes to, or suspend or discontinue, any aspect of B|O|S Compass at any time, including the availability of any site feature, database, Content, or related services.

B|O|S may also impose limits on certain features and services or restrict your access to parts or all of B|O|S Compass without notice or liability. B|O|S reserves the right to make B|O|S Compass unavailable or to take it down without notice as may be required or desired to make modifications or for any other reason.

Portions of B|O|S Compass utilize Internet connectivity to transmit and receive web pages, Content and data. While we take security measures as described above, the Internet is not a secure medium or environment, and therefore all use of the Internet, including in connection with B|O|S Compass and Content, is solely at your own risk. Any software, information, content, or material of any kind downloaded or otherwise obtained through the use of B|O|S Compass is obtained at your own discretion and risk, and you shall be solely responsible for any damage to any computer or loss of data that results from such download or use of the Content or access to B|O|S Compass. B|O|S is not responsible for any viruses, spam or other actions or results that may occur as a result of your use of the Internet, the Content or B|O|S Compass.

Changes to Terms of Use

B|O|S reserves the right to change or modify any of these Terms of Use, our Website Privacy Policy, or any other agreement relating to B|O|S Compass, at any time, by providing the new agreement or policies or a notice of and link to the new agreement or policies to you at the point you next log in to B|O|S Compass. Any such modifications shall become effective immediately. You are responsible for regularly reviewing B|O|S Compass to keep yourself apprised of any changes. Your continued use of B|O|S Compass will be deemed to be acceptance of any changes to these Terms of Use or any other posted policies or agreements.

Contact Us

Please contact your B|O|S service team should you have any questions about these B|O|S Compass Terms of Use.