Data Access and Proprietary Information. 14.1 The Customers acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers by the Transfer Agent as part of the ability to access certain related data (“Customers Data”) maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Data. The Customers agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree for themselves and its employees and agents. (a) to access Customers Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation; (b) to refrain from copying or duplicating in any way the Proprietary Information; (c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions; (d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent; (e) that the Customers shall have access only to those authorized transactions agreed upon by the parties; and (f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14. 14.2 If any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 5 contracts
Sources: Transfer Agency and Service Agreement (Invesco Van Kampen California Value Municipal Income Trust), Transfer Agency and Service Agreement (Invesco Van Kampen Municipal Trust), Transfer Agency and Service Agreement (Invesco Van Kampen High Income Trust II)
Data Access and Proprietary Information. 14.1 5.01 The Customers Phoenix Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Phoenix Funds by the Transfer Agent as part of the each Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers Phoenix Funds agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers Phoenix Funds agree for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations location as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Phoenix Funds shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer notifies the Phoenix Funds notified the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees Phoenix Funds agree to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Phoenix Funds include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 4 contracts
Sources: Transfer Agency and Service Agreement (Phoenix Strategic Allocation Fund Inc), Transfer Agency and Service Agreement (Phoenix Multi Sector Fixed Income Fund Inc), Transfer Agency and Service Agreement (Phoenix Series Fund)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent IFTC as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent IFTC on data bases under the control and ownership of the Transfer Agent IFTC or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent IFTC or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent IFTC and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent IFTC and solely in accordance with the Transfer Agent’s IFTC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s IFTC's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentIFTC;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent IFTC to protect at the Transfer Agent’s IFTC's expense the rights of the Transfer Agent IFTC in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Fund notifies the Transfer Agent IFTC that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent IFTC shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent IFTC may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent IFTC arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent IFTC in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent IFTC shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent IFTC from time to time.
Appears in 4 contracts
Sources: Custody and Investment Accounting Agreement (Bull & Bear Global Income Fund Inc/), Custody and Investment Accounting Agreement (Bull & Bear Municipal Income Fund Inc), Custody and Investment Accounting Agreement (Bull & Bear U S Government Securities Fund Inc)
Data Access and Proprietary Information. 14.1 5.01 The Customers Phoenix Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Phoenix Funds by the Transfer Agent as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers Phoenix Funds agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers Phoenix Funds agree for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Phoenix Funds shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Phoenix Funds notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Phoenix Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Phoenix Funds include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 4 contracts
Sources: Transfer Agency and Service Agreement (Phoenix Equity Trust), Transfer Agency and Service Agreement (Phoenix Adviser Trust), Transfer Agency and Service Agreement (Phoenix Investment Trust 97)
Data Access and Proprietary Information. 14.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals which may be furnished to the Customers it by the Transfer Accounting Agent as part of the Fund's ability to access certain Portfolios-related data (“Customers Data”"CUSTOMER DATA") maintained by the Transfer Accounting Agent on data bases under the control and ownership of the Transfer Accounting Agent or other third party (“Data Access Services”"DATA ACCESS SERVICES") constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”"PROPRIETARY INFORMATION") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers DataAccounting Agent. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Accounting Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Accounting Agent and solely in accordance with the Transfer Accounting Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Accounting Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Accounting Agent’s 's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Accounting Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Accounting Agent to protect at the Transfer Accounting Agent’s 's expense and risk the rights of the Transfer Accounting Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees and agents of their obligations pursuant to this Section 14.
14.2 6. The obligations of this Section shall survive for a period of five years any earlier termination of this Agreement. The Fund hereby acknowledges that the data and information it may access from the Accounting Agent utilizing the Data Access Services will be unaudited and may not be accurate due to inaccurate pricing of securities, delays of a day in updating a Portfolio's account and other causes for which Accounting Agent will not be liable to the Fund or any Portfolio. If any Customer the Fund notifies the Transfer Accounting Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Accounting Agent shall endeavor in a timely manner use its best efforts to correct such failurefailure as promptly as possible. Organizations from which the Transfer Data access services and all computer programs and software specifications used in connection therewith are provided on an as is, as available basis. The Accounting Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, expressly disclaims all warranties except those expressly stated herein including, but not limited to, the accuracy thereofimplied warranties of merchantability and fitness for a particular purpose. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Accounting Agent in order to (i) effect the transfer or movement of cash or shares beneficial interests or (ii) transmit Shareholder interest holder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Accounting Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with mutually acceptable security procedures established by the Transfer Accounting Agent and the Fund from time to time. Notwithstanding anything to the contrary in this Section 6, the Fund and its employees and agents may copy and duplicate Proprietary Information for its own internal use in a manner consistent with this Agreement. The Fund and its employees and agents may disclose any Proprietary Information (i) if and to the extent the Fund and its employees and agents are required to do so by applicable law or an order of a court of competent jurisdiction or other government agency having appropriate authority, in which case the Fund shall provide the Accounting Agent with timely notice prior to such disclosure and (ii) to the extent any of such documents, materials and information are made public by means other than a breach by the Fund or its respective employees and agents of the obligations hereunder. Notwithstanding anything in this Section 6 to the contrary, the Fund and its employees and agents shall have the right to independently develop products, provided they do so without any misappropriation of the Proprietary Information or violation of the Accounting Agent's copyright or patent rights or interests.
Appears in 3 contracts
Sources: Accounting Services Agreement (Landmark International Equity Fund), Accounting Services Agreement (Landmark Funds Ii), Accounting Services Agreement (Landmark Fixed Income Funds /Ma/)
Data Access and Proprietary Information. 14.1 5.01 The Customers Phoenix Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Phoenix Funds by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Customers Customer Data”) maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers Phoenix Funds agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers Phoenix Funds agree for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Phoenix Funds shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Phoenix Funds notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Phoenix Funds agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Phoenix Funds include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 3 contracts
Sources: Transfer Agency and Service Agreement (Phoenix Strategic Equity Series Fund), Transfer Agency and Service Agreement (Phoenix Investment Series Fund), Transfer Agency and Service Agreement (Phoenix Equity Trust)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent Bank as part of the Trust's ability to access certain Trust-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Trust shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Trust notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Trust agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 3 contracts
Sources: Transfer Agency and Service Agreement (State Street Master Funds), Transfer Agency and Service Agreement (State Street Institutional Investment Trust), Transfer Agency and Service Agreement (State Street Institutional Investment Trust)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust's ability to access certain Trust-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Trust shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Harris Insight Funds Trust), Transfer Agency and Service Agreement (Phoenix Insight Funds Trust)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Thrivent Financial Securities Lending Trust), Transfer Agency and Service Agreement (Thrivent Financial Securities Lending Trust)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Fund acknowledges that the certain data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing agreed to by the Transfer Agent parties hereto and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established agreed to by the Transfer Agent parties hereto from time to time.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Seneca Funds), Transfer Agency and Service Agreement (Seneca Funds)
Data Access and Proprietary Information. 14.1 5.1. The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party part (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other such third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data Proprietary Information acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of to the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party Notwithstanding the above, nothing in the agreement shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 If any Customer notifies restrict the Transfer Agent that any ability of the Fund to obtain access to or make copies of, or otherwise use freely, all Customer Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party dataBank's possession or control, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled read to rely on derogate from the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.Fund's sole legal ownership
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Americas Utility Fund Inc), Transfer Agency and Service Agreement (Americas Utility Fund Inc)
Data Access and Proprietary Information. 14.1 5.01. The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Customer Data be deemed Proprietary Information be deemed Customers Databelonging to the Transfer Agent. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02. If any Customer the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03. If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (Western Asset Claymore Us Treasury Inflation Pro Sec Fund 2), Transfer Agency and Service Agreement (Western Asset Claymore Us Treasury Inflation Pro Secu Fund)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers DataCustomer Information”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Customers DataAuthorized Participant information or the confidential information of the Trust. In no event shall Customer Information be deemed Proprietary Information. The Customers agree Trust and each Portfolio agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its officers, trustees, employees and their agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions agreed upon by the parties; andTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2 Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3 Notwithstanding any other provision to the contrary, the Trust may disclose Proprietary Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority having jurisdiction over the Trust; provided that all reasonable legal remedies for maintaining such information in confidence have been exhausted including but not limited to giving the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
5.4 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.5 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions an instruction made by the Trust or any of their officers, employees, agents or subcontractors who have been designated by the Trust as Authorized Persons without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
5.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
5.7 Notwithstanding Section 5.1, the Trust is granted a non-exclusive, non-transferable and perpetual right to use reports generated in connection with the Trust’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except in the ordinary course of its business to Authorized Participants and internal organizations for informational purposes.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (John Hancock Exchange-Traded Fund Trust), Transfer Agency and Service Agreement (John Hancock Exchange-Traded Fund Trust)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers DataCustomer Information”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information include or be deemed Customers Datato include shareholder information or the confidential information of the Trust. In no event shall Customer Information be deemed Proprietary Information. The Customers agree Trust and each Portfolio agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information not otherwise lawfully made publically available to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves and itself, its officers, employees and trustees, on behalf of the Portfolios and their agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way (other than in the normal course of performing processing or maintenance on the Trust’s (or its agents’) computers or systems) the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s reasonable instructions;
(div) to refrain from purposefully causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions relating to the Trust and/or the Portfolios agreed upon by the partiesTrust and the Transfer Agent; and
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2 Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not fail to operate in material compliance with the most recently issued user documentation for such servicesgood working order, the Transfer Agent shall endeavor correct such failure in a reasonably timely manner to correct such failurebased on the circumstances. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. For the avoidance of doubt, nothing in this Section 5 shall modify the Transfer Agent’s Standard of Care (as defined below) under this Agreement or the Transfer Agent’s obligations under Section 9.3 of this Agreement.
14.3 5.4 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent and agreed to in writing by the Trust from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section.
5.6 Notwithstanding any other provision to the contrary, the Trust may disclose Proprietary Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority reasonably believed to have jurisdiction over the Trust; provided that the Trust has given the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
5.7 Notwithstanding Section 5.1, the Trust (and any affiliate and/or permitted successor that agrees to be bound by the terms hereof) is granted a non-exclusive, non-transferable and perpetual right to use reports generated in connection with the Trust’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except in the ordinary course of its business to Authorized Participants and internal organizations (including, for the avoidance of doubt, its affiliates and professional advisors, auditors or persons performing similar functions) for informational purposes.
Appears in 2 contracts
Sources: Transfer Agency and Service Agreement (ActiveShares ETF Trust), Transfer Agency and Service Agreement (Legg Mason ETF Investment Trust)
Data Access and Proprietary Information. 14.1 The Customers acknowledge that In order to provide Transfer Agent clients with the ability to access certain client data, the Transfer Agent maintains such client or client-related data bases(“Customer Information”) on databases under the control and ownership of the Transfer Agent or under the control and ownership of third parties (“Data Access Services”). For purposes of this Section , the term Data Access Services includes any and all databases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and documentation manuals furnished to the Customers other related legal rights utilized by the Transfer Agent as part of the ability to access certain related data (“Customers Data”) maintained in connection with Data Access Services provided by the Transfer Agent hereunder. Notwithstanding the foregoing, the parties hereto acknowledge that the Trust shall retain all ownership rights in Customer Information residing on data bases under the control and ownership of the Transfer Agent or other third party (“Agent’s electronic systems.
5.1 The Trust acknowledges that the Data Access Services”) Services constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event party and use thereof shall Proprietary Information be deemed Customers Data. The Customers agree subject to treat all Proprietary Information the Mellon Workbench Services Agreement dated as proprietary of November 15, 2005, as amended from time to time, between the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person the Trust or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree for themselves and its employees and Trust’s agents.
(a) to access Customers Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion 5.2 As of the Proprietary Informationdate hereof, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) parties do not anticipate that the Customers Trust shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 If any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information. If, however, the Trust and the Transfer Agent agree that the Trust may originate such electronic instructions, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions an instruction made by the Trust or any of their officers, employees, agents or subcontractors who have been designated by the Trust as Authorized Persons, without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established that may be agreed upon by the Transfer Agent and the Trust from time to time.
5.3 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Fidelity Greenwood Street Trust)
Data Access and Proprietary Information. 14.1 10.01 The Customers acknowledge Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Company by the Transfer Agent Bank as part of the Company's ability to access certain Company related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Company agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Company agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent Bank in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Company shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 1410.
14.2 10.02 If any Customer the Company notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor make its best effort in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 10.03 If the transactions available to the Customers Company include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Stock Transfer Agent Services Agreement (13a Commercial Mortgage Securities Fund Inc)
Data Access and Proprietary Information. 14.1 5.1 The Customers Fund and ASFS acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent State Street as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent State Street on data bases under the control and ownership of the Transfer Agent State Street or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent State Street or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Each party agrees to treat all Proprietary Information as proprietary to the Transfer Agent State Street and further agree agrees that it shall not voluntarily divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder or as may be required by law. Without limiting the foregoing, the Customers agree each party agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent State Street and solely in accordance with the Transfer Agent’s State Street's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent State Street in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s State Street's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentState Street;
(e) that the Customers Fund and ASFS shall have access only to those authorized transactions agreed upon by between the parties; andFund and State Street;
(f) to honor all reasonable written requests made by the Transfer Agent State Street to protect at the Transfer Agent’s State Street's expense the rights of the Transfer Agent State Street in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 146. The obligations of this Section shall survive termination of this Agreement.
14.2 5.2 If any Customer ASFS notifies the Transfer Agent Fund that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Fund shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents notify State Street of such data failure and, to the extent practicable, assert its contractual rights in an effort to have failure corrected by State Street.
5.3 ASFS and the Customers agrees Fund acknowledge that State Street is entitled to make no claim against rely on the Transfer Agent arising out validity and authenticity of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions provided by ASFS or the Fund to the Transfer Agent State Street in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent State Street from time to time.
Appears in 1 contract
Sources: Shareholder Services Agreement (American Skandia Advisor Funds Inc)
Data Access and Proprietary Information. 14.1 The Customers acknowledge 5.1 Each Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers Data”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Customers DataAuthorized Participant information or the confidential information of the Trust. The Customers agree Trust and each Portfolio agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees officers and trustees and their respective agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions agreed upon by the parties; andTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s sole expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2 Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.4 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (American Century Etf Trust)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Customers Customer Data”) maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT THOSE EXPRESSLY STATED HEREIN, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Virtus Global Credit Opportunities Fund)
Data Access and Proprietary Information. 14.1 5.01 The Customers Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Funds by the Transfer Agent as part of the Funds’ ability to access certain Fund-related data (“Customers Customer Data”) maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers Funds agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it they shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree each Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Funds shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. EXCEPT THOSE EXPRESSLY STATED HEREIN, THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Funds include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a “COEFI”), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Virtus Alternative Solutions Trust)
Data Access and Proprietary Information. 14.1 9.1 The Customers acknowledge Company acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Company by the Transfer Agent Boston Financial as part of the Company's ability to access certain Company-related data (“Customers "Customer Data”") maintained by the Transfer Agent Boston Financial on data bases under the control and ownership of the Transfer Agent Boston Financial or other third party including AWD (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Boston Financial or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Company agrees to treat all Proprietary Information as proprietary to the Transfer Agent Boston Financial and further agree agrees that it shall not divulge any Proprietary Information to on any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Company agrees for themselves itself and its employees and agents.agents to:
(a) to access Customers Data Use such programs and databases solely from locations as may be designated in writing by Boston Financial as agreed upon by the Transfer Agent parties and solely in accordance with the Transfer Agent’s Boston Financial's applicable user documentation;
(b) to refrain Refrain from copying or duplicating in any way the Proprietary InformationInformation except as agreed upon in writing by Boston Financial;
(c) to refrain Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Boston Financial's instructions;
(d) to refrain Refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBoston Financial;
(e) that the Customers shall have access Access only to those authorized transactions agreed upon by the parties; and
(f) to honor Honor all reasonable written requests made by the Transfer Agent Boston Financial to protect at the Transfer Agent’s Boston Financial's expense the rights of the Transfer Agent Boston Financial in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 9.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement except by virtue of a breach of confidentiality by any third party; (ii) are released for general disclosure by a written release by Boston Financial; or (iii) are already in the possession of the receiving party at the time or receipt without obligation of confidentiality or breach of this Agreement.
9.3 The Company acknowledges that its obligation to protect Boston Financial's proprietary information is essential to the business interest of Boston Financial and that the disclosure of such Proprietary Information or Customer Data is breach of this Agreement would cause Boston Financial immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, Boston Financial shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.
9.4 If any Customer the Company notifies the Transfer Agent Boston Financial that any of the Data Access Services services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Boston Financial shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Boston Financial may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Company agrees to make no claim against the Transfer Agent Boston Financial arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BOSTON FINANCIAL EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions 9.5 Transactions available to the Customers Company may include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder Boston Financial about Customer information or other information. In such event, then in such event the Transfer Agent Boston Financial shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Boston Financial from time to time.
9.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this SECTION 9. The obligations of this Section shall survive any termination of this Agreement.
Appears in 1 contract
Sources: Service Agreement (Vel Ii Account of Allmerica Financial Life Ins & Ann Co)
Data Access and Proprietary Information. 14.1 The Customers acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers by the Transfer Agent as part of the ability to access certain related data (“Customers Data”) maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”’’) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Data. The Customers agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree for themselves and its employees and agents.:
(a) to access Customers Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers shall have access only to those authorized transactions agreed upon by the parties; and
(ft) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 If any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Invesco Senior Income Trust)
Data Access and Proprietary Information. 14.1 The Customers acknowledge that In order to provide Transfer Agent clients with the ability to access certain client data, the Transfer Agent maintains such client or client-related data bases(“Customer Information”) on databases under the control and ownership of the Transfer Agent or under the control and ownership of third parties (“Data Access Services”). For purposes of this Section 5, the term Data Access Services includes any and all databases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and documentation manuals furnished to the Customers other related legal rights utilized by the Transfer Agent as part of the ability to access certain related data (“Customers Data”) maintained in connection with Data Access Services provided by the Transfer Agent hereunder. Notwithstanding the foregoing, the parties hereto acknowledge that the Trust shall retain all ownership rights in Customer Information residing on data bases under the control and ownership of the Transfer Agent or other third party (“Agent’s electronic systems.
5.1 The Trust acknowledges that the Data Access Services”) Services constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event party and use thereof shall Proprietary Information be deemed Customers Data. The Customers agree subject to treat all Proprietary Information the Mellon Workbench Services Agreement dated as proprietary of November 15, 2005, as amended from time to time, between the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person the Trust or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree for themselves and its employees and Trust’s agents.
(a) to access Customers Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion 5.2 As of the Proprietary Informationdate hereof, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) parties do not anticipate that the Customers Trust shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 If any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information. If, however, the Trust and the Transfer Agent agree that the Trust may originate such electronic instructions, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions an instruction made by the Trust or any of their officers, employees, agents or subcontractors who have been designated by the Trust as Authorized Persons, without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established that may be agreed upon by the Transfer Agent and the Trust from time to time.
5.3 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Fidelity Merrimack Street Trust)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers DataCustomer Information”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Customers DataAuthorized Participant information or the confidential information of the Trust. In no event shall Customer Information be deemed Proprietary Information. The Customers agree Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees officers and trustees and their agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;; State Street: Limited Access
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions agreed upon by the parties; andTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2 Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor work in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.4 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Baskets or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Winklevoss Bitcoin Trust)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Fund acknowledges that the data bases, computer compute programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent ADS as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent ADS on data bases under the control and ownership of the Transfer Agent ADS or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent ADS or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent ADS and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent ADS and solely in accordance with the Transfer Agent’s ADS's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s ADS's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentADS;
(e) that the Customers fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent ADS to protect at the Transfer Agent’s ADS's expense the rights of the Transfer Agent ADS in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Fund notifies the Transfer Agent ADS that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent ADS shall endeavor in a timely manner to correct such failure. Organizations Organization from which the Transfer Agent ADS may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent ADS arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT ADS EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent ADS in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent ADS shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent ADS from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Orbitex Group of Funds)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers DataCustomer Information”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information include or be deemed Customers Datato include shareholder information, information regarding Authorized Participants or the Confidential Information of the Trust, its Portfolios or its service providers. In no event shall Customer Information be deemed Proprietary Information. The Customers agree Trust, on behalf of itself and each Portfolio, agrees to treat all Proprietary Information as proprietary to property of the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information not otherwise lawfully made publicly available to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves and itself, its officers, employees and trustees, on behalf of the Portfolios and their agents., to:
(a) to access Customers Data 5.1.1 use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(b) to 5.1.2 refrain from copying or duplicating in any way (other than in the normal course of performing processing or maintenance on the Trust’s (or its agents’) computers or systems) the Proprietary Information;
(c) to 5.1.3 refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s reasonable instructions;
(d) to 5.1.4 refrain from purposefully causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that 5.1.5 allow the Customers shall Trust or such agents to have access only to those authorized transactions relating to the Trust and/or the Portfolios agreed upon by the partiesTrust and the Transfer Agent; and
(f) to 5.1.6 honor all reasonable written requests made by the Transfer Agent to protect protect, at the Transfer Agent’s expense expense, the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2 Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not fail to operate in material compliance with the most recently issued user documentation for such servicesgood working order, the Transfer Agent shall endeavor correct such failure in a reasonably timely manner to correct such failurebased on the circumstances. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. For the avoidance of doubt, nothing in this Section 5 shall modify the Transfer Agent’s Standard of Care (as defined below) under this Agreement or the Transfer Agent’s obligations under Section 8.3 of this Agreement.
14.3 5.4 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent and agreed to in writing by the Trust from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section.
5.6 Notwithstanding any other provision to the contrary, the Trust may disclose Proprietary Information in the event that it is required to be disclosed by law or in a judicial or administrative proceeding, or by an appropriate regulatory authority reasonably believed to have jurisdiction over the Trust; provided that the Trust has given the Transfer Agent as much advance notice of the possibility of such disclosure as practical so the Transfer Agent may attempt to stop such disclosure or obtain a protective order concerning such disclosure.
5.7 Notwithstanding Section 5.1, the Trust (and any affiliate and/or permitted successor that agrees to be bound by the terms hereof) is granted a non-exclusive, non-transferable and perpetual right to use reports generated in connection with the Trust’s receipt of transfer agency services hereunder; provided, however, that (i) such use is limited to the Trust’s internal business purposes and (ii) such reports may not be re-distributed by the Trust except in the ordinary course of its business to Authorized Participants and internal organizations (including, for the avoidance of doubt, its affiliates and professional advisors, auditors or persons performing similar functions) for informational purposes.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Fidelity Covington Trust)
Data Access and Proprietary Information. 14.1 7.1. The Customers acknowledge Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Transfer Agent by the Transfer Servicing Agent as part of in connection with the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Servicing Agent on data bases under the control and ownership of the Transfer Servicing Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Servicing Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Transfer Agent agrees to treat all Proprietary Information as proprietary to the Transfer Servicing Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder or as required by law. Without limiting the foregoing, the Customers agree Transfer Agent agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Servicing Agent and solely in accordance with the Transfer Servicing Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Servicing Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Servicing Agent’s 's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Servicing Agent;
(e) that the Customers shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Servicing Agent to protect at the Transfer Servicing Agent’s 's expense the rights of the Transfer Servicing Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 147. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 7.2. If any Customer the Transfer Agent notifies the Transfer Servicing Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Servicing Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Servicing Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Transfer Agent agrees to make no claim against the Transfer Servicing Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER SERVICING AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 7.3. If the transactions available to the Customers Transfer Agent include the ability to originate electronic instructions to the Transfer Servicing Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Servicing Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Servicing Agent from time to time.
Appears in 1 contract
Sources: Sub Transfer Agency and Service Agreement (Nylim Institutional Funds)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other a third party party, if any, (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other a third party, if any. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior 9 written consent of the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the reasonable validity and authenticity of such instructions instruction without undertaking any further inquiry (provided that no circumstances exist that would make the lack of further inquiry unreasonable) as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Baupost Fund)
Data Access and Proprietary Information. 14.1 6.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely 11 manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) excluding the Fund's principal office in Fort Worth, Texas, to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 146. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 6.2 If any Customer the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 6.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.. 12
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (American Aadvantage Funds)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers Data”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Customers DataAuthorized Participant information or the Confidential Information of the Trust. The Customers agree Trust and each Portfolio agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees officers and trustees and their agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions agreed upon by the parties; andTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2 Proprietary Information shall not include all or any portion of any of the foregoing items that (i) are or become publicly available without breach of this Agreement; (ii) that are released for general disclosure by a written release by the Transfer Agent; or (iii) that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner use commercially reasonable efforts to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.4 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units, or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions an instruction made by an Authorized Person without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Harbor ETF Trust)
Data Access and Proprietary Information. 14.1 13.01 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund's ability to access certain the Fund related data (“Customers "the Fund Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers the Fund Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers the Fund Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 1413.
14.2 If any Customer 13.02 The Fund notifies the Transfer Agent that if any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 13.03 Notwithstanding anything herein to the contrary, the Transfer Agent represents and warrants that, to the Transfer Agent's knowledge, the Data Access Services do not and will not violate any copyright, proprietary or personal right of others. The Transfer Agent shall indemnify and hold harmless the Fund, its officers, directors, agents and employees, from and against any and all claims, costs and expenses (including reasonable attorney's fees) arising from any claim of infringement by the Data Access Services of any copyright, proprietary or personal right of others; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to such indemnification is limited to, and shall not exceed, the amounts paid hereunder by the Fund to Transfer Agent as fees and charges, but not including reimbursable expenses, in accordance with Section 3.03.
13.04 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.
13.05 The Transfer Agent agrees to furnish the Fund a copy of the report issued by its certified public accountants pursuant to Rule 17Ad-13 under the 1934 Act as filed with the SEC. The Transfer Agent agrees to furnish the Fund a copy of DST, Inc.'s annual report upon request.
Appears in 1 contract
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent ALPS as part of the Trust's ability to access certain related data (“Customers "Customer Data”") maintained by the Transfer Agent ALPS on data bases under the control and ownership of the Transfer Agent or other third party ALPS (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent ALPS or other third partyservice providers authorized by ALPS and/or the Trust. In no event shall Proprietary Information It is understood that Customer Data, which includes data provided to ALPS by or on behalf of the Trust and records belonging to the Trust pursuant to Section 31 of the Investment Company Act of 1940 as amended (and the Rules thereunder), will not be deemed Customers Datato be Data Access Services or Proprietary Information. The Customers agree Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent ALPS and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data maintained by ALPS solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s ALPS' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent ALPS in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s ALPS' instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentALPS;
(e) that the Customers Trust shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent ALPS to protect at the Transfer Agent’s ALPS' expense the rights of the Transfer Agent ALPS in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees or independent service contractors of their the obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any termination of this Agreement.
14.2 5.02 If any Customer the Trust notifies the Transfer Agent ALPS that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent ALPS shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent ALPS may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Trust agrees to make no claim against the Transfer Agent ALPS arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof, provided that ALPS will comply with all reasonable requests for assistance from the Trust in resolving any claim or other discrepancy the Trust may have with such third party organizations. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASISBASIS (PROVIDED THAT ALPS SHALL CONTINUE TO BE RESPONSIBLE FOR ANY DELAY IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER REASONABLY WITHIN ALPS' CONTROL). THE TRANSFER AGENT ALPS EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Trust include the ability for a shareholder of the Trust to originate an electronic instructions financial instruction to the Transfer Agent ALPS in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent ALPS shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with reasonable security procedures established by the Transfer Agent ALPS from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Stonebridge Aggressive Growth Fund Inc)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent Bank as part of the Trust's ability to access certain Trust-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder and as may be required in the ordinary course of the Trust's business. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent Bank in a timely manner of such fact upon discovery of such unauthorized access and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data Proprietary Information acquired hereunder from being retransmitted to any other computer facility or other location, except as may be required in the ordinary course of the Trust's business with the prior written consent of the Transfer AgentBank;
(e) that the Customers Trust shall have access only to those authorized transactions [in Proprietary Information?] agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section 5.1 shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Trust notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Trust agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Fresco Index Shares Funds)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Agent 's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other unauthorized computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Highmark Group /Oh/)
Data Access and Proprietary Information. 14.1 The Customers acknowledge Fund acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund’s ability to access certain Fund-related data (“Customers Customer Data”) maintained by the Transfer Agent on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund ,agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.
agents to: Proprietary Information shall not include all or any portion of any of the foregoing items that: (ai) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. The Fund acknowledges that its obligation to access Customers Data solely from locations as may be designated in writing by protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and solely that the disclosure of such Proprietary Information in accordance with breach of this Agreement would cause the Transfer Agent’s applicable user documentation;
(b) Agent immediate, substantial and irreparable harm, the value of which-would be extremely difficult to refrain from copying or duplicating determine. Accordingly, the parties agree that, in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access addition to any portion other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary InformationInformation in breach of this Agreement, and if such access is inadvertently obtained, to inform the Transfer Agent in shall be entitled to seek and obtain a timely manner temporary restraining order, injunctive relief, or other equitable relief against the continuance of such fact and dispose of such information in accordance with breach. If the Transfer Agent’s instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 If any Customer Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING., BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 . If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Gold Bank Funds)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Transfer Agent by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Transfer Agent agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Transfer Agent agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other unauthorized computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Transfer Agent shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer notifies the Transfer Agent notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Transfer Agent agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Transfer Agent include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in information (such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.transactions constituting a
Appears in 1 contract
Sources: Sub Transfer Agency and Service Agreement (Conestoga Family of Funds)
Data Access and Proprietary Information. 14.1 6.1 The Customers acknowledge Fund acknowledges and Bank hereby represents that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not voluntarily divulge any Proprietary Information to any person or organization except as may be provided hereunderhereunder or as may be required by law. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 146. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 6.2 If any Customer the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 6.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (American Skandia Advisor Funds Inc)
Data Access and Proprietary Information. 14.1 6.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) excluding the Fund's principal office in Fort Worth, Texas, to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 146. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 6.2 If any Customer the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third- party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 6.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (American Beacon Select Funds)
Data Access and Proprietary Information. 14.1 (a) The Customers acknowledge Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers by the Transfer Agent by State Street as part of the Trust's ability to access certain Trust-related data (“Customers "Customer Data”") maintained by the Transfer Agent State Street on data bases under the control and ownership of the Transfer Agent State Street or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent State Street or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Transfer Agent agrees to treat all Proprietary Information as proprietary to the Transfer Agent State Street and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Transfer Agent agrees for themselves itself and its respective employees and agents.:
(ai) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent State Street and solely in accordance with the Transfer Agent’s State Street's applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s State Street's instructions;
(div) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other unauthorized computer facility or other location, except with the prior written consent of the Transfer AgentState Street;
(ev) that the Customers shall to have access only to those authorized transactions agreed upon by the parties; and
(fvi) to honor all reasonable written requests made by the Transfer Agent State Street to protect at the Transfer Agent’s State Street's expense the rights of the Transfer Agent State Street in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section 5 shall survive any earlier termination of this Agreement.
14.2 (b) If any Customer notifies the Transfer Agent notifies State Street that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent State Street shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent State Street may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Transfer Agent agrees to make no claim against the Transfer Agent State Street arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT STATE STREET EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 (c) If the transactions available to the Customers Transfer Agent include the ability to originate electronic instructions to the Transfer Agent State Street in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent State Street shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent State Street from time to time.
Appears in 1 contract
Sources: Sub Transfer Agency Agreement (Lindner Investments)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s State Street: Limited Access ability to access certain Trust-related data (“Customers Data”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Customers DataAuthorized Participant information or the confidential information of the Trust. The Customers Trust and each Portfolio agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees officers and trustees and their agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions agreed upon by the parties; andTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2 Proprietary Information shall not include all or any portion of any of the foregoing items that are or become publicly available without breach of this Agreement; that are released for general disclosure by a written release by the Transfer Agent; or that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. State Street: Limited Access
5.3 If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.4 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
5.5 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Calvert Management Series)
Data Access and Proprietary Information. 14.1 5.1. The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers Data”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Customers DataAuthorized Participant information or the confidential information of the Trust. The Customers agree Trust and each Portfolio agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees officers and trustees and their agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions agreed upon by the parties; andTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2. Proprietary Information shall not include all or any portion of any of the foregoing items that (1) are or become publicly available without breach of this Agreement; (ii) that are released for general disclosure by a written release by the Transfer Agent; or (iii) that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3. If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner use commercially reasonable efforts to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.4. If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units, or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
5.5. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Lazard Active ETF Trust)
Data Access and Proprietary Information. 14.1 6.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 146. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 6.1 If any Customer the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 6.2 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (American Pension Investors Trust)
Data Access and Proprietary Information. 14.1 5.1 The Customers Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Funds by the Transfer Agent HASCO as part of the their ability to access certain Funds-related data (“Customers "Customer Data”") maintained by the Transfer Agent HASCO on data bases under the control and ownership of the Transfer Agent or other third party HASCO (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent HASCO or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers Funds agree to treat all Proprietary Information as proprietary to the Transfer Agent HASCO and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers Funds agree for themselves and its their employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent HASCO and solely in accordance with the Transfer Agent’s HASCO's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s HASCO's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentHASCO;
(e) that the Customers Funds shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent HASCO to protect at the Transfer Agent’s HASCO' expense the rights of the Transfer Agent HASCO in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any termination of this Agreement.
14.2 5.3 If any Customer notifies the Transfer Agent Funds notify HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees Funds agree to make no claim against the Transfer Agent HASCO arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as required by applicable law or as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Met Investors Series Trust)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Transfer Agent by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Transfer Agent agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Transfer Agent agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent Bank in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Transfer Agent shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer notifies the Transfer Agent notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Transfer Agent agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Transfer Agent include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, information then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Sub Transfer Agency and Service Agreement (New England Funds Trust Ii)
Data Access and Proprietary Information. 14.1 5.1. The Customers acknowledge Trust acknowledges that the data basesdatabases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent as part of the Trust’s ability to access certain Trust-related data (“Customers Data”) maintained by the Transfer Agent or another third party on data bases databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other another third party. In no event shall Proprietary Information be deemed Customers DataAuthorized Participant information or the confidential information of the Trust. The Customers agree Trust and each Portfolio agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees officers and trustees and their agents., to:
(ai) to access Customers Data use such programs and databases solely on the Trust’s, or such agents’ computers, or solely from locations as may be designated in writing by equipment at the location(s) agreed to between the Trust and the Transfer Agent Agent, and solely in accordance with the Transfer Agent’s applicable user documentation;
(bii) to refrain from copying or duplicating in any way the Proprietary Information;
(ciii) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;
(div) to refrain from causing or allowing Proprietary Information transmitted from the data acquired hereunder from being Transfer Agent’s computers to the Trust’s, or such agents’ computer to be retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(ev) that allow the Customers shall Trust or such agents to have access only to those authorized transactions agreed upon by the parties; andTrust and the Transfer Agent;
(fvi) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
14.2 5.2. Proprietary Information shall not include all or any portion of any of the foregoing items that (1) are or become publicly available without breach of this Agreement; (ii) that are released for general disclosure by a written release by the Transfer Agent; or (iii) that are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.
5.3. If any Customer the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner use commercially reasonable efforts to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data data, and the Customers Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS, AS AVAILABLE AVAILABLE” BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.4. If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Creation Units, or (ii) transmit Shareholder Authorized Participant information or other information, then in such event the Transfer Agent shall be entitled to reasonably rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
5.5. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section. The obligations of this Section shall survive any earlier termination of this Agreement.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Lazard Active ETF Trust)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Insurance Company as part of the Fund’s ability to access certain Fund-related data (“Customers Customer Data”) maintained by the Transfer Agent Insurance Company on data bases under the control and ownership of the Transfer Agent Insurance Company or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent Insurance Company or other third partyparties. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Insurance Company and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to To access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Insurance Company and solely in accordance with the Transfer AgentInsurance Company’s applicable user documentation;
(b) to To refrain from copying or duplicating in any way the Proprietary Information;
(c) to To refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent Insurance Company in a timely manner of such fact and dispose of such information in accordance with the Transfer AgentInsurance Company’s instructions;
(d) to To refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentInsurance Company;
(e) that That the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to To honor all reasonable written requests made by the Transfer Agent Insurance Company to protect protect, at the Transfer AgentInsurance Company’s expense expense, the rights of the Transfer Agent Insurance Company in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take make reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Fund notifies the Transfer Agent Insurance Company that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Insurance Company shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Insurance Company may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Insurance Company arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE AVAILABLE, BASIS. THE TRANSFER AGENT INSURANCE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Insurance Company in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Insurance Company shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Insurance Company from time to time.
Appears in 1 contract
Sources: Sub Transfer Agency Service Agreement (Phoenix Edge Series Fund)
Data Access and Proprietary Information. 14.1 The Customers acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers by the Transfer Agent as part of the ability to access certain related data (“"Customers Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Data. The Customers agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree for themselves and its employees and agents.
: (a) to access Customers Data solely from locations as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
; (b) to refrain from copying or duplicating in any way the Proprietary Information;
; (c) to refrain from obtaining unauthorized access to any portion of the 15 <PAGE> Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
; (d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
; (e) that the Customers shall have access only to those authorized transactions agreed upon by the parties; and
and (f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14.
. 14.2 If any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA DATA, ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency Agreement
Data Access and Proprietary Information. 14.1 5.1 The Customers Funds acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Funds by the Transfer Agent HASCO as part of the their ability to access certain Funds- related data (“Customers "Customer Data”") maintained by the Transfer Agent HASCO on data bases under the control and ownership of the Transfer Agent or other third party HASCO (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent HASCO or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers Funds agree to treat all Proprietary Information as proprietary to the Transfer Agent HASCO and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers Funds agree for themselves and its their employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent HASCO and solely in accordance with the Transfer Agent’s HASCO' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s HASCO' instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentHASCO;
(e) that the Customers Funds shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent HASCO to protect at the Transfer Agent’s HASCO' expense the rights of the Transfer Agent HASCO in Proprietary Information at common law, under federal copyright law and under other federal or state law. .
5.2 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any termination of this Agreement.
14.2 5.3 If any Customer notifies the Transfer Agent Funds notify HASCO that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent HASCO shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent HASCO may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees Funds agree to make no claim against the Transfer Agent HASCO arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT HASCO EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 If the transactions available to the Customers include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Hartford Mutual Funds Inc/Ct)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Fund acknowledges that the data basesbase, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations location as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
; (b) to refrain from copying or duplicating in any way the Proprietary Information;
; (c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Agent instructions;
; (d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
; (e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
and (f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party part shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer notifies the Fund notified the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Phoenix Euclid Funds)
Data Access and Proprietary Information. 14.1 The Customers acknowledge that the data bases6.1 THE FUND ACKNOWLEDGES THAT THE DATA BASES, computer programsCOMPUTER PROGRAMS, screen formatsSCREEN FORMATS, report formatsREPORT FORMATS, interactive design techniquesINTERACTIVE DESIGN TECHNIQUES, and documentation manuals furnished to the Customers by the Transfer Agent as part of the ability to access certain related data AND DOCUMENTATION MANUALS FURNISHED TO THE FUND BY BOSTON FINANCIAL AS PART OF THE FUND'S ABILITY TO ACCESS CERTAIN FUND-RELATED DATA (“Customers Data”"CUSTOMER DATA") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party MAINTAINED BY BOSTON FINANCIAL ON DATA BASES UNDER THE CONTROL AND OWNERSHIP OF BOSTON FINANCIAL (“Data Access Services”"DATA ACCESS SERVICES") constitute copyrightedCONSTITUTE COPYRIGHTED, trade secretTRADE SECRET, or other proprietary information OR OTHER PROPRIETARY INFORMATION (collectivelyCOLLECTIVELY, “Proprietary Information”"PROPRIETARY INFORMATION") of substantial value to the Transfer Agent or other third partyOF SUBSTANTIAL VALUE TO BOSTON FINANCIAL OR OTHER THIRD PARTY. In no event shall Proprietary Information be deemed Customers DataIN NO EVENT SHALL PROPRIETARY INFORMATION BE DEEMED CUSTOMER DATA. The Customers agree to treat all Proprietary Information as proprietary to the Transfer Agent and further agree that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunderTHE FUND AGREES TO TREAT ALL PROPRIETARY INFORMATION AS PROPRIETARY TO BOSTON FINANCIAL AND FURTHER AGREES THAT IT SHALL NOT DIVULGE TO ANY PERSON OR ORGANIZATION EXCEPT AS MAY BE PROVIDED HEREUNDER. Without limiting the foregoingWITHOUT LIMITING THE FOREGOING, the Customers agree for themselves and its employees and agents.THE FUND AGREES FOR ITSELF AND ITS EMPLOYEES AND AGENTS:
(a) to access Customers Customer Data solely from locations as may be designated in writing by Boston Financial and agreed to by the Transfer Agent Fund and solely in accordance with the Transfer Agent’s Boston Financial' applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Boston Financial' instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBoston Financial;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent Boston Financial to protect at the Transfer Agent’s Boston Financial's expense the rights of the Transfer Agent Boston Financial in Proprietary Information at common law, under federal copyright law and under other federal or state State law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 146. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 If any Customer notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers agrees to make no claim against the Transfer Agent arising out of the contents of such third party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 6.2 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Boston Financial in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Boston Financial shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Fund and Boston Financial from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Tiaa Cref Institutional Mutual Funds)
Data Access and Proprietary Information. 14.1 5.01 The Customers Fund acknowledge that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent on data bases under the control and ownership of the Transfer Agent or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations location as may be designated in writing by the Transfer Agent and solely in accordance with the Transfer Agent’s 's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s 's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer Agent;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s 's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other informationinformation (such transactions constituting a "COEFI"), then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (Phoenix Duff & Phelps Institutional Mutual Funds)
Data Access and Proprietary Information. 14.1 5.1 The Customers acknowledge Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Trust by the Transfer Agent Bank as part of the Trust's ability to access certain Trust-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Trust agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Trust shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 145. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 5.2 If any Customer the Trust notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Trust agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.3 If the transactions available to the Customers Trust include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instructions without undertaking any further inquiry as long as such instructions are undertaken in conformity with security procedures established by the Transfer Agent from time to time.Shares or
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (State Street Master Trust)
Data Access and Proprietary Information. 14.1 6.1 The Customers acknowledge Fund acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Fund by the Transfer Agent Bank as part of the Fund's ability to 14 access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Fund agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) excluding the Fund's principal office in Fort Worth, Texas, to refrain from causing or allowing the data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Fund shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 146. The obligations of this Section shall survive any earlier termination of this Agreement.
14.2 (a) The Bank acknowledges that the data, computer programs, report formats, manuals, records or 15 other information concerning the AAdvantage Account furnished to the Bank by the Fund or AA as part of the Bank's obligation to calculate and report AAdvantage Miles, as well as any other information identified in writing by the Fund as confidential immediately prior to or immediately after disclosure by the Fund to the Bank, constitutes the confidential information of the Fund ("Fund Confidential Information")
(b) The Bank agrees (i) to hold and maintain in strictest confidence and not to reveal or disclose the Fund Confidential Information other than to the fund, AA and to Bank employees who need to know such information in order to perform Bank's duties under this Agreement; and (ii) that neither the Bank nor its employees, agents and/or contractors will use the Fund Confidential Information in any manner whatsoever, except for the purpose of carrying out the Bank's duties under this Agreement.
(c) Notwithstanding any provision to the contrary contained herein, the Bank shall be allowed to release the Fund Confidential Information if compelled to do so by a regulatory authority or court of competent jurisdiction, or if the Bank believes in good faith that it is obligated by law to provide such Fund Confidential Information to a regulatory authority or court of competent jurisdiction, subject to the conditions that the Bank: (i) gives the Fund prompt notice of the legal process and the opportunity to seek an appropriate protective order or to pursue such other legal action necessary to preserve the confidentiality of the Fund Confidential Information; and (ii) provides reasonable assistance to and cooperates with the Fund in its efforts to preserve the confidentiality of the Fund Confidential Information.
6.3 If any Customer the Fund notifies the Transfer Agent Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Fund agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY 16 DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 6.4 If the transactions available to the Customers Fund include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (American Aadvantage Mileage Funds)
Data Access and Proprietary Information. 14.1 5.01 The Customers acknowledge Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Customers Transfer Agent by the Transfer Agent Bank as part of the Fund's ability to access certain Fund-related data (“Customers "Customer Data”") maintained by the Transfer Agent Bank on data bases under the control and ownership of the Transfer Agent Bank or other third party (“"Data Access Services”") constitute copyrighted, trade secret, or other proprietary information (collectively, “"Proprietary Information”") of substantial value to the Transfer Agent Bank or other third party. In no event shall Proprietary Information be deemed Customers Customer Data. The Customers agree Transfer Agent agrees to treat all Proprietary Information as proprietary to the Transfer Agent Bank and further agree agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Customers agree Transfer Agent agrees for themselves itself and its employees and agents.:
(a) to access Customers Customer Data solely from locations as may be designated in writing by the Transfer Agent Bank and solely in accordance with the Transfer Agent’s Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to - any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent Bank in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s Bank's instructions;
(d) to refrain from causing or allowing the third-party data acquired hereunder from being retransmitted to any other computer facility or other location, except with the prior written consent of the Transfer AgentBank;
(e) that the Customers Transfer Agent shall have access only to those authorized transactions agreed upon by the parties; and;
(f) to honor all reasonable written requests made by the Transfer Agent Bank to protect at the Transfer Agent’s Bank's expense the rights of the Transfer Agent Bank in Proprietary Information at common law, under federal copyright law and under other federal or state law. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 14Article 5. The obligations of this Article shall survive any earlier termination of this Agreement.
14.2 5.02 If any Customer notifies the Transfer Agent notifies the Bank that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent Bank shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent Bank may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Customers Transfer Agent agrees to make no claim against the Transfer Agent Bank arising out of the contents of such third third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
14.3 5.03 If the transactions available to the Customers Transfer Agent include the ability to originate electronic instructions to the Transfer Agent Bank in order to (i) effect the transfer or movement of cash or shares Shares or (ii) transmit Shareholder information or other information, information then in such event the Transfer Agent Bank shall be entitled to rely on the validity and authenticity of such instructions instruction without undertaking any further inquiry as long as such instructions are instruction is undertaken in conformity with security procedures established by the Transfer Agent Bank from time to time.
Appears in 1 contract
Sources: Sub Transfer Agency and Service Agreement (New England Cash Management Trust)