1. ACCEPTANCE OF TERMS
This Agreement ("Agreement") between Boston Private Financial Holdings, Inc. and its subsidiaries, including Boston Private Bank & Trust Company and Boston Private Wealth, LLC (collectively, "Boston Private", "we" or "ours") and you ("you" or "yours") governs your use of the website(s) owned and/or operated by us (the "Sites"). By accessing and continuing to access the Sites, you agree to be bound by this Agreement. This Agreement includes any guidelines or rules posted and updated on the Sites from time to time. You understand that your right to use the Sites is derived solely from, and is expressly limited by, this Agreement. If you choose to access certain services, such as Online Banking, Online Cash Manager or Online Investment Management Account Access, your use of those services may be governed instead by agreements governing those specific services.
2. OWNERSHIP OF SITES AND RESTRICTIONS ON USE OF CONTENT
The Sites are owned by Boston Private. All rights are exclusively reserved to Boston Private. You acknowledge that the Sites may contain information, communications, software, photos, text, video, graphics, music, sounds, images and other material and services (collectively "Content"), which are provided by Boston Private or by licensors of Boston Private. You agree and acknowledge that, notwithstanding that Boston Private permits you to access the Content, the Content and its use or the use of these Sites are protected by patents, copyrights, trademarks and other proprietary rights (including intellectual property rights), that these rights are valid and protected in all media now existing or later developed, and that except as specifically provided in this Agreement, your use of the Content shall be governed and constrained by applicable patent, copyright, trademark and other intellectual property laws. Modification or use of the Sites and/or the Content for any commercial purpose is a violation of patent, copyright and other proprietary rights owned by Boston Private and third parties. In addition to Boston Private's and its licensors' rights in individual elements of the Contents, Boston Private owns a copyright in the selection, coordination, arrangement and enhancement of the Content. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another website, or in any other way exploit the Sites and/or any of the Content, in whole or in part. You agree not to assert any claim of ownership over the Sites, including without limitation, the Content, based on your use.
3. ECONOMIC ANALYSIS AND INVESTMENT RESEARCH
Boston Private may provide to you economic analysis and investment research (the "Research"), subject to the following terms. You understand that your use of the Research constitutes your consent to and agreement to abide by these terms. You understand that Boston Private and/or its affiliates may have opinions from time to time, and that those opinions may be different than those obtained by using or stated in parts of the Research.
You further understand that no mention of a particular security in the Research constitutes a recommendation to buy, sell or hold that or any other security.
You agree that at all times or from time to time, Boston Private, and/or its affiliates and/or its employees may hold positions in the securities or other investment opportunities, which may be mentioned in the Research. You understand that Boston Private and its affiliates may trade for their own account as a market maker, specialist, odd lot dealer, block positioner, arbitrageur and/or investor and, consequently, that at the time of any transaction that you make, Boston Private or its affiliates or employees may have a position in such securities or other investment opportunities, which position may be partially or completely hedged.
You understand that the data contained in the Research is supplied by sources believed to be reliable, that the calculations are made using such data, and that such calculations are not guaranteed by those sources, Boston Private, or any other person or entity, and may not be complete.
4. PRIVACY NOTICE AND ONLINE PRIVACY
A. Privacy of Personal Information. We value your privacy and recognize the sensitivity of your personal information. Our employees share the same concerns. Together, we work toward protecting your privacy. We have carefully crafted our privacy practices to address privacy concerns, and to assure you that your personal information, including your financial and account information, will be treated carefully and appropriately. Nonpublic Personal Information (“Personal Information”) includes your name, address, social security number, assets, and income, as well as your account balance, payment history, the identity of parties to your transactions, credit card usage, creditworthiness, and other information. Boston Private does not disclose information about its clients to anyone, except as permitted or required by law, or in accordance with its Consumer Privacy Notice.
For example, if you are a client that uses Boston Private’s Online Banking service, Boston Private may provide your Personal Information to unaffiliated third parties with which we have confidentiality agreements, as necessary to process transactions and maintain and service your accounts and/or applications; in the normal course of our business, such as with consumer reporting agencies and government agencies when legally required or permitted in connection with fraud investigation and litigation; in connection with acquisitions and sales; at the request or with the permission of the client; or as otherwise permitted by applicable law.
B. Online Privacy. These terms and conditions tell you how we collect information from you and how we use it on this website. Boston Private follows core principles of privacy protection in the operation of its website:
By using this website or interacting with a Boston Private advertisement or page or account on a third party website, you consent to these Terms & Conditions, including your consent to our use and disclosure of information about you in the manner described in these Terms & Conditions.
i. Collection of Information. Visitors to the Boston Private website (“site”) can learn about Boston Private’s products and services without providing any personal information. Boston Private does not store or retain any information about visitors to Boston Private’s site unless the visitor (i) is a Boston Private client and a subscriber to Boston Private’s online banking service, which is the only area of Boston Private’s site in which transactions can be initiated and completed, (ii) completes and submits the privacy opt-out form, (iii) submits a request for information, or (iv) submits an inquiry or comment in the Contact Us section of the Sites. Boston Private also does not knowingly collect any personal information from minors through our site.
iii. Google Analytics Cookies. Google Analytics Cookies are used to collect information about how visitors use our website. We use the information to compile reports and to help us improve the Sites. The cookies collect information in an anonymous form, including the number of visitors to the Sites, where visitors have come to the Sites from and the pages they visited. Google Analytics has been enabled to collect data about the visitors via the DoubleClick cookie in addition to data collected through the standard Google Analytics implementation.
The following Google Analytics features have been implemented to support advertising:
iv. Use of Collected Information. We use information submitted through the Sites to complete requested transactions and respond to inquiries, and we retain archival copies of the requests, transactions, and responses for audit and regulatory purposes. We use information gathered through cookies to allow you to move more quickly through the Sites, to assess the technical function of the Sites, to help diagnose problems with our server, to track user traffic patterns, and to administer the Sites. By understanding how the Sites are accessed, we can continually improve the Sites to respond to users’ interests. We reserve the right to perform statistical analyses and profiling of user behavior and characteristics in order to measure interest in and use of the various areas of the Sites.
vi. Security—How We Protect Your Personal Financial Information. We maintain physical, electronic, and procedural safeguards that comply with federal and state standards to guard your Personal Information. Other than as set forth above, we restrict access to Personal Information about you to Bank employees who need to know that information to provide products or services to you.
All information gathered on this website is stored within secure databases protected by multiple firewalls. As effective as current encryption technology is, however, no security system is impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that information we gather will not be intercepted while being transmitted to us over the Internet.
vii. Changes in Our Online Privacy Statement. We may change this Online Privacy Statement at any time. Any changes to our Online Privacy Statement will be posted on this page so that you are always aware of our up-to-date Statement. Any changes to this Online Privacy Statement will become effective when they are posted on our site.
5. DISCLAIMER OF WARRANTIES
THE USE OF THE SITES IS SOLELY AT YOUR OWN RISK. THE SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BOSTON PRIVATE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. BOSTON PRIVATE MAKES NO WARRANTY THAT THE SITES AND/OR ANY CONTENT THEREIN WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SITES AND/OR ANY CONTENT THEREIN WILL BE ACCURATE OR RELIABLE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SITES IS TO CEASE USING THE SITES.
6. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BOSTON PRIVATE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS OR OTHER LOSSES (EVEN IF BOSTON PRIVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SITES, (II) THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS AND/OR SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES OBTAINED OR WHICH YOU WERE UNABLE TO OBTAIN OR TRANSACTIONS EFFECTED OR FAILED TO BE EFFECTED, (III) ANY LINK PROVIDED IN CONNECTION WITH THE SITES, OR (IV) ANY MATTER OTHERWISE RELATED TO YOUR USE OF THE SITES.
7. YOUR CONDUCT ON THE SITES
In the event that Boston Private permits you to upload, post, email or otherwise transmit content, data, information or other materials to a chat room or similar public space (collectively, "User Content") for display on the Sites otherwise, you will be solely responsible for all such User Content. Likewise, you are responsible for complying with all third-party rights with respect to all such User Content that appears on the Sites and agree not to download, email or otherwise transmit such User Content in violation of such third party's rights, including intellectual property rights. By submitting User Content to Boston Private, you automatically grant, or warrant that the owner of such User Content has expressly granted, to Boston Private, the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed for the full term of any rights that may exist in such User Content.
You are expressly prohibited from placing in any User Content any infringing, unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racial, ethnic or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law (collectively, "Prohibited Conduct"). Prohibited Conduct expressly includes any transmission to people or other entities on mailing lists that you do not have full rights to use. You agree and acknowledge that Boston Private is not responsible or liable to you or any other party or user of the Sites for any Prohibited Conduct by you or any other party or user of the Sites. Boston Private reserves the right to terminate this Agreement in appropriate circumstances if you engage in any Prohibited Conduct, including infringement of the intellectual property rights of any third party.
You may not collect, solicit or store personal data of other users of the Sites under any circumstances.
You may not, directly or indirectly, intentionally disrupt or interfere with the Sites in any manner that may adversely affect Boston Private or any user of the Sites. You may not upload, post, email or otherwise transmit any material that contains software viruses or any other code, files or programs designed or known to disable, interrupt or limit the functionality of any computer hardware, computer software or telecommunications equipment or facilities.
8. YOUR WARRANTIES
By your use of the Sites, you represent and warrant that you have all the rights necessary to receive, use, transmit and disclose all data that you use in any way with the Sites. You further represent and warrant that your and your employees’ and agents’ use of the Sites and of any data input into or generated by the Sites shall comply with all applicable laws, regulations and ordinances. You agree and acknowledge that you are solely responsible for any liabilities, fines, penalties or forfeitures occasioned by any such violations or lack of rights.
9. YOUR RESPONSIBILITIES
You agree and acknowledge that you are solely responsible for inputting and retrieving data using the Sites, and for the accuracy and adequacy of information and data furnished using the Sites.
10. DISCLAIMER OF CONTENT
You understand and acknowledge that Boston Private assumes no responsibility to screen or review Content and/or User Content that is originated by parties other than Boston Private, and that Boston Private shall have the right, but not the obligation, in its sole discretion to review, refuse, monitor, edit or remove any Content and/or User Content that is available on the Sites. Boston Private expressly disclaims all responsibility or liability to you or any other person or entity for the performance or nonperformance of such Content and/or User Content review. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF ANY AND ALL CONTENT AND/OR USER CONTENT.
11. YOUR SUBMISSIONS
If you contact Boston Private with feedback regarding the Sites (e.g., questions, comments, suggestions or the like) (collectively, "User Feedback"), the User Feedback shall be deemed to be non-confidential and Boston Private shall have no obligation of any kind with respect to the User Feedback. In addition, you agree and acknowledge that Boston Private shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works and distribute the User Feedback to others without limitation, and to authorize others to do the same. Further, Boston Private shall be free to use any ideas, concepts, know-how or techniques contained in the User Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing and marketing products and other items incorporating the User Feedback. Boston Private shall not be liable or owe any compensation for the use or disclosure of the User Feedback.
The Sites may provide, or third parties may provide, links to other websites. You acknowledge and agree that such links are provided for your convenience and do not reflect any endorsement by (or of) Boston Private with respect to the provider of such linked site or the quality, reliability or any other characteristic or feature of such linked site and Boston Private is not responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. Boston Private MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITE. YOUR USE OF ANY LINKED SITE IS SOLELY AT YOUR OWN RISK. In addition, you should be aware that your use of any linked site is subject to the terms and conditions applicable to that site, including the privacy policies (or lack thereof) of such site.
13. JURISDICTIONAL ISSUES
You are responsible for compliance with all local laws, if and to the extent your local laws are applicable. In addition, you consent and submit yourself to jurisdiction in the Commonwealth of Massachusetts in any action arising from this Agreement or your use of the Sites. These Terms and Conditions and the Sites shall be governed by the law of the Commonwealth of Massachusetts, without regard to principles of conflict of laws.
You agree to defend, indemnify and hold Boston Private, its subsidiaries, affiliates, officers, directors, employees and agents, harmless from and against any third-party claim, judgment, award, action or demand ("Claim") and all liabilities and settlements related thereto, including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Sites and/or their Content and/or User Content. Boston Private shall provide notice to you promptly of such Claim and shall reasonably cooperate with you, at your expense, in your defense of any such Claim.
15. TRADEMARK INFORMATION
Boston Private Financial Holdings, Inc. is a trademark of Boston Private Financial Holdings, Inc. Boston Private Bank & Trust Company is a trademark of Boston Private Bank & Trust Company. Boston Private Wealth, LLC is a trademark of Boston Private Wealth, LLC. Other trademarks are owned by Boston Private or its affiliated entities or are used with the permission of their respective owners. You agree not to use or display trademarks without the prior written consent of Boston Private or the owner of such mark.
16. INTELLECTUAL PROPERTY POLICY
Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2), if you believe that this Site or the Content infringes upon any intellectual property rights, you may give notice to Boston Private's designated agent. The designated agent for notice of alleged copyright infringement in connection with the Sites is:
Margaret (Megan) Chambers
Boston Private Financial Holdings, Inc.
Ten Post Office Square
Boston, MA 02109
To file a notice of infringement with Boston Private, the requirements specified in Title II of the Digital Millennium Copyright Act of 1998 must be fulfilled. The text of this statute can be found at the U.S. Copyright Office website, located at http://www.copyright.gov.
You understand and agree that Boston Private may from time to time establish and revise practices and limitations concerning the Sites and your use of the Sites. You agree that Boston Private shall have no liability for the deletion or failure to store any messages and other communications or other Content or User Content maintained on the Sites or transmitted using the Sites. This Agreement constitutes the entire agreement between you and Boston Private with respect to the Sites and governs your use of the Sites. You also may be subject to additional terms and conditions that may apply when you use third-party content or sites available through the Sites. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. You and Boston Private and any of its affiliates, employees, contractors, officers or directors agree that this Agreement will be governed by the laws of the Commonwealth of Massachusetts, without respect to its conflict of laws provisions, and applicable federal laws and regulations, and that venue with respect to any dispute between you and Boston Private will rest exclusively in the state and federal courts located in the Commonwealth of Massachusetts. The failure of Boston Private to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or condition. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Sites or this Agreement must be filed within one year after such claim or cause of action arose. Boston Private may provide notice to you by email or regular mail. The Sites may also provide notice of changes to this Agreement at any time and from time to time by displaying notices to you on pages of the Sites. The section titles of this Agreement are merely for convenience and will not have any effect on the substantive meaning of this Agreement.
The information contained within this site should be deemed accurate and current only as of the date of the most recent update, or if no update information has been provided, the date of issuance. Boston Private assumes no responsibility for any occurrences or misstatements that occur as the result of the reading of dated material. Users are strongly encouraged to check the dates of issuance and most recent update of any information contained within, or linked to, the Boston Private website. For Boston Private’s most current information, please reference Boston Private Financial Holdings, Inc. public filings with the Securities and Exchange Commission located at www.sec.gov.