Acceptance of Terms
Modification of Terms
Carlson Capital Management reserves the right to change the Terms under which the Client Portal are offered in its sole discretion at any time; however, Carlson Capital Management will notify you of any material changes to the Terms. Carlson Capital Management reserves the right to notify you on-line, by e-mail or conventional mail, at its discretion. You agree that if you continue to use the Client Portal after we notify you of any change, you thereby accept the changes to the Terms and agree to be bound by these Terms, as amended. If you do not accept and agree to the changes to the Terms, you will not be entitled to use the Client Portal. You can review, download and print the most current version of this Agreement at any time by clicking User Agreement.
Cancellation of Client Portal
If you do not agree to the changes, or if at any time you wish to discontinue your use of the Client Portal, you can unsubscribe by contacting a client servicing representative at Carlson Capital Management. Once your account with Carlson Capital Management has terminated for any reason, you will have no further right or access to use the Carlson Capital Management Client Portal.
Passwords and Security
To enable you, and only you, to access your information and use the Client Portal, you will be asked to choose a password when you register. You are responsible for maintaining the confidentiality of your password. You are responsible for all uses of your account, whether or not actually or expressly authorized by you. Therefore, it is important that you DO NOT SHARE YOUR PASSWORD WITH ANYONE FOR ANY REASON. No one at Carlson Capital Management will know or will need to know your password, and Carlson Capital Management team members will never ask you for your password.
You further acknowledge and understand that Carlson Capital Management has taken commercially reasonable precautions to safeguard the documents and information contained in the Client Portal; however, you acknowledge and understand that no website or online Client Portal is 100% secure. Except as prohibited by law, Carlson Capital Management shall not be liable to you if and to the extent a third-party breaches the commercially reasonable security systems used by Carlson Capital Management.
You agree that you will comply with any security processes and procedures (such as passwords) specified by Carlson Capital Management from time to time with respect to access to or use of the Client Portal. You agree that you will not disrupt, or attempt to disrupt, the functioning of the Client Portal or otherwise act in a way that interferes with our, other users’, use of the Client Portal. You are solely responsible for maintaining adequate security, including firewalls, passwords, anti-virus software or other online security software on your own personal computer, at your own expense. If you receive an email, telephone call, or other solicitation or communication that purports to be from Carlson Capital Management that appears suspicious or otherwise fraudulent, promptly notify and report such solicitations and communications to Carlson Capital Management.
You represent and warrant that you have provided us with true, accurate, current, and complete information (including an accurate email address or alternate means of contacting you) in your registration for the Client Portal.
The Carlson Capital Management Client Portal is an electronic, internet based-Client Portal. Therefore, you understand and agree that this Agreement will be entered into electronically, and that information (“Communications”) may be provided by electronic means:
Although Carlson Capital Management reserves the right to provide Communications in paper format at any time, you agree that we are under no obligation to do so. You hereby acknowledge and agree to Carlson Capital Management delivering Communications and documents by electronic means rather than traditional mailing of paper copies. By consenting to electronic delivery of all information relating to this Agreement, Carlson Capital Management is authorized to deliver all Communications to the Client Portal and/or by e-mail at the e-mail specified by you through your registration. You further agree that Carlson Capital Management may provide any electronic medium (including via e-mail) any disclosure document that is required by applicable securities laws to be provided by Carlson Capital Management.
All Communications in either electronic or paper format will be considered to be “in writing.” You should print a paper copy of this Agreement and any electronic Communication that is important to you and retain the copy for your records. If you do not wish to receive this Agreement or Communications electronically, you may not use the Client Portal.
Communications may be posted on the pages of the Client Portal website and/or delivered to the e-mail address you provide. All electronic Communications sent by e-mail will be deemed to have been received by you when Carlson Capital Management sends it to you, whether or not you received the e-mail. If the Communication is posted on the Client Portal, then it will be deemed to have been received by you no later than five (5) business days after Carlson Capital Management posts the Communication on the pages of the Client Portal, whether or not you retrieved the Communication. An electronic Communication by e-mail is considered to be sent at the time that it is directed by Carlson Capital Management’s e-mail server to the appropriate e-mail address. An electronic Communication by posting to the pages of the Client Portal is considered to be sent at the time it is made available. You agree that these are reasonable procedures for sending and receiving electronic Communications.
Client Portal Changes and Discontinuation
Carlson Capital Management may modify or discontinue the Client Portal or your account with Carlson Capital Management, with or without notice, without liability to you, any other user or any third-party. Carlson Capital Management reserves the right to terminate your account at any time and for any reason, including without limitation if Carlson Capital Management, in its sole judgment, believes you have engaged in conduct or activities that violate any of the Terms or the rights of Carlson Capital Management, or if you provide Carlson Capital Management with false or misleading registration information or interfere with other users or the administration of the Client Portal. You may terminate your account with Carlson Capital Management at any time by contacting your adviser at Carlson Capital Management. Once your account with Carlson Capital Management has terminated for any reason, you will have no further right or access to use the Client Portal.
In no event shall we have liability or be deemed to be in breach hereof for any failure or delay of performance resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, network failure, riot, explosion, embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control.
Limitation of Warranty and Liability
YOU UNDERSTAND AND AGREE THAT CARLSON CAPITAL MANAGEMENT’S CLIENT PORTAL IS PROVIDED “AS-IS.” CARLSON CAPITAL MANAGEMENT ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF THE CLIENT PORTAL IS AT YOUR SOLE RISK, THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CLIENT PORTAL IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
EXCEPT AS EXPRESSLY SET FORTH ON THE CARLSON CAPITAL MANAGEMENT WEB SITE, CARLSON CAPITAL MANAGEMENT DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IT MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLIENT PORTAL, THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CLIENT PORTAL OR THAT THE CLIENT PORTAL WILL MEET ANY USER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
CARLSON CAPITAL MANAGEMENT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE CLIENT PORTAL , ANY INACCURACY OF ANY INFORMATION, ANY BREACH OF SECURITY CAUSED BY A THIRD PARTY, ANY TRANSACTIONS ENTERED INTO BASED ON THE CLIENT PORTAL, ANY LOSS OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND CLIENT PORTAL, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF CARLSON CAPITAL MANAGEMENT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend and hold harmless Carlson Capital Management, its affiliates, partners, officers, directors, employees, consultants and agents from any and all third-party claims, liability, damages and/or costs (including, but not limited to, attorney fees) arising from your use of the Client Portal, Carlson Capital Management’s reliance on the information, instruction, license and/or authorization provided by you under or pursuant to this Agreement, your violation of the Terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity.
You understand and agree that Carlson Capital Management is not a bank, a broker-dealer firm, or any other kind of financial institution. You represent and warrant that you are who you claim to be and that you are rightfully authorized to access your Carlson Capital Management information.
You agree that our rights and remedies arising out of any breach of your representations and warranties in this Agreement, the limitations on our liability and our rights to indemnification under this Agreement are continuing and shall survive the termination of this Agreement, notwithstanding the lack of any specific reference to such survivability in these provisions. Carlson Capital Management’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Carlson Capital Management’s right to subsequently enforce such provision or any other provisions of this Agreement.
The most current version of this Agreement as it appears on our web site, including any amendments that we may make from time to time, constitutes the entire agreement between us, and supersedes and replaces all other agreements or understandings, whether written or oral, regarding the Client Portal. This Agreement may be amended, or any of Carlson Capital Management’s rights waived, only if Carlson Capital Management agrees in writing to such changes, or you continue using the Client Portal following receipt of notice of any changes proposed by Carlson Capital Management.
All notices to you shall be in writing and shall be made either via e-mail, conventional mail or messages delivered through the Client Portal, at Carlson Capital Management’s discretion. All notices to Carlson Capital Management must be made in writing and sent to Carlson Capital Management at Carlson Capital Management, 11 Bridge Square, Northfield, MN 55057, via registered or certified mail. This Agreement is personal to you and you may not assign it to anyone.
If either of us has any dispute or disagreement with the other regarding this Agreement that we cannot resolve amicably, both parties agree that the sole and exclusive remedy shall be binding arbitration in accordance with the then-current rules and procedures of the American Arbitration Association. To the extent permitted by said rules, the location of the arbitration shall be in Minneapolis or St. Paul, Minnesota. The arbitrator shall apply Minnesota law without reference to conflict of laws principles.
This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to its conflict of laws, provisions or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remainder of the Terms will continue in full force and effect.