Portal Agreement and Terms and Conditions
Welcome to the Azimuth Capital Management Portal (the “Azimuth Portal”). The Azimuth Portal has been established solely to allow clients, client-authorized representatives and, in accordance with the Azimuth Client Privacy Policy, other parties doing business with Azimuth Capital Investment Management LLC (“Azimuth”) access to select electronic reports, documentation, and other information (“Portal Data”). Any party authorized to use the Azimuth Portal, whether or not a client receiving investment advisory and related services from Azimuth will be referred to as an “Azimuth Portal Client.”
You should carefully read these terms and conditions. Your access to and use of the Azimuth Portal are governed by these terms and conditions (“Agreement”), which are a legally binding contract between you and Azimuth.
BY USING THE AZIMUTH PORTAL, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE AZIMUTH CLIENT PRIVACY POLICY. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE AZIMUTH PORTAL AND PROVIDING US WITH YOUR INFORMATION VIA THE AZIMUTH PORTAL.
OTHER RELATED AGREEMENTS AND DISCLOSURES
If you have a separate written agreement with Azimuth (i.e. investment management agreement or business agreement), then any conflict between (1) this Agreement and (2) your other business agreement with Azimuth will govern.
Azimuth is registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, and subject to related regulatory requirements as an investment advisor. These requirements include the maintenance and submittal of our Form ADV to the SEC, which is the primary disclosure document that investment advisers provide to clients and prospective clients. Please contact us as described at the end of this Agreement if you would like to receive a current copy of our Form ADV.
In addition to the specific disclosures included within certain Portal Data information provided, reports and information prepared by Azimuth are also subject to the current Important Disclosures document included in the Azimuth Portal under the folder labeled “Terms & Conditions and Disclosures.” This Important Disclosures document may be modified, clarified or enhanced by Azimuth at any time.
REVISIONS
We may revise this Agreement, and any of the terms and conditions of this Agreement, at any time, and through your continued use of the Azimuth Portal you agree to be bound by the terms and conditions as subsequently revised. You may consult the most current form of the terms and conditions of this Agreement at any time in the Azimuth Portal under the folder labeled “Terms & Conditions and Disclosures.” Should any term or provision of this Agreement be deemed or held to be invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.
TREATMENT OF IDENTIFYING INFORMATION
When you register for the Azimuth Portal, we may ask you to give us certain identifying information. You agree to provide true, accurate, current and complete information about yourself. You also agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association or otherwise conceal your identity from Azimuth for any purpose. We agree to treat the information you entrust to us in accordance with our Azimuth Client Privacy Policy.
RESTRICTIONS ON USE
If you are an Azimuth client, you may download and/or print a hard copy of the information provided in the Azimuth Portal for your personal, non-commercial use. If you are an Azimuth client-authorized representative, you may download and/or print a hard copy of the information provided in the Azimuth Portal exclusively for the benefit of the respective Azimuth client. If you are a party doing business with Azimuth, you may download and/or print a hard copy of the information provided solely for the specific purpose it is being provided to you. If you do so, you agree to retain all copyright and other proprietary notices contained on the materials. Except as expressly authorized herein, you may not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, or commercially exploit such Portal Data provided in any manner (including electronic, print or other media now known or hereafter developed) without the express written permission of an authorized Azimuth representative. You also agree not to use the Portal Data for any unlawful purpose, and you shall comply with any request of Azimuth or any of the third party providers (“Third Party Service Providers”) to protect their respective rights in the Portal Data.
NO RECOMMENDATIONS OR ADVICE
We may provide certain information, including but not limited to investment strategies, research, market data, tax information and securities to you through the Azimuth Portal. Solely providing this information through the Azimuth Portal shall not be construed as a solicitation, recommendation, endorsement or offer by Azimuth or any Third Party Service Providers, nor should it be considered as providing any specific investment, financial, legal or tax advice.
USE OF THIRD PARTY SERVICE PROVIDERS
Azimuth uses Third Party Service Providers to assist in providing to you the Azimuth Portal and certain Portal Data with or without notice to you. Azimuth may also change, add, or eliminate Third Party Service Providers. You consent and authorize Azimuth to delegate the authorizations you provide to Azimuth to its Third Party Service Provider(s) as Azimuth deems necessary or desirable to provide the service or data to you. You agree that the terms and conditions of this Agreement, including any of the other terms, conditions, liability or other disclaimers included in this Agreement, inure to the benefit of any Third Party Service Providers and such Third Party Service Providers are deemed to be third party beneficiaries of this Agreement and all its terms and conditions. You also agree that all references to “Azimuth”, “us” or “we” within this Agreement are also deemed to include, where applicable, agents of Azimuth, such as the Third Party Service Providers. To protect the privacy and security of your personal information, Third Party Service Providers will only be authorized to use or maintain of your personal information consistent with the Azimuth Client Privacy Policy.
CONFIDENTIALITY
Azimuth shall use reasonable precautions to maintain the confidentiality of the information you provide, including Portal Data, consistent with the Azimuth Client Privacy Policy. In addition, certain Portal Data may include information that may be considered proprietary or confidential to Azimuth (“Azimuth Confidential Information”). You agree to maintain the confidentiality of Azimuth Confidential Information and use such information for the sole specific purpose that it is provided to you. You may not provide any Azimuth Confidential Information to any other party or use it for any other purpose without the express written consent of Azimuth. If certain Portal Data is provided that is not for the intended Azimuth Portal Client or has been provided in error, the retention, dissemination, distribution or copying of the information is strictly prohibited. If you believe you have received such Portal Data in error, please promptly contact us as described at the end of this Agreement so that we may arrange the retrieval or destruction of such Portal Data received in error.
ELECTRONIC COMMUNICATIONS SECURITY
Electronic (including wired and wireless) communications with Azimuth, and electronic communications to the Azimuth Portal, may not be encrypted. You acknowledge that there is a risk that data, including email, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and other parties, including you and Azimuth.
UNAUTHORIZED USE OF YOUR PERSONAL OR REGISTRATION INFORMATION
If you believe that someone has used your personal information or Azimuth Portal access information to access the Azimuth Portal or communicate with Azimuth in any manner without your authorization, please contact us immediately at (248) 44-4000.
DISCLAIMERS OF WARRANTIES
THE AZIMUTH PORTAL, AND ALL INFORMATION PROVIDED HEREIN, IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. AZIMUTH, ITS AFFILIATES AND AGENTS (INCLUDING THIRD PARTY SERVICE PROVIDERS) DO NOT MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE AZIMUTH PORTAL OR ANY OTHER MATTER UNDER THIS AGREEMENT, AND AZIMUTH SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
ALTHOUGH AZIMUTH TRIES TO PROVIDE ACCURATE INFORMATION THROUGH THE AZIMUTH PORTAL, THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS. WE DO NOT WARRANT THAT THE AZIMUTH PORTAL AND THE INFORMATION CONTAINED THEREIN WILL BE ACCURATE, ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE AZIMUTH PORTAL IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION OBTAINED BY YOU THROUGH OR FROM THE AZIMUTH PORTAL WILL CREATE ANY WARRANTY.
LIMITATIONS OF LIABILITY
REGARDLESS OF THE FORM OF ACTION OR THEORY OF RECOVERY, IN NO EVENT WILL AZIMUTH OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE AZIMUTH PORTAL, INCLUDING YOUR USE OF THE AZIMUTH PORTAL AND ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE INFORMATION IN THE AZIMUTH PORTAL, OR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER SIMILAR DAMAGES ARISING FROM YOUR USE OF THE AZIMUTH PORTAL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR YOUR USE OF THE AZIMUTH PORTAL DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. ANY CLAIM RELATED TO THE AZIMUTH PORTAL MUST BE INITIATED WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT THAT GAVE RISE TO THE CLAIM. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to you, and the respective liability of Azimuth and its Third Party Service Providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states.
INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Azimuth and its subsidiaries, affiliates, and all of their respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Azimuth Portal and any information you provide; (2) your breach of this Agreement; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (4) any overt harmful act toward any other user of the Azimuth Portal. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES
Using the Azimuth Portal, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Azimuth Portal, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE AZIMUTH PORTAL. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
SUSPENSION AND TERMINATION
We may discontinue or suspend access to the Azimuth Portal with or without notice if we believe any information you provided to us is no longer current or accurate, if we believe there has been unauthorized access, if there has been an extended period of inactivity or we believe you have not complied with these terms and conditions. Furthermore, either you or Azimuth may terminate this Agreement and your access to the Azimuth Portal and the Portal Data at any time with or without notice. Azimuth may discontinue or change the Portal Data or its availability to you, at any time. Certain provisions of these terms and conditions survive termination, including but not limited to Confidentiality, Restrictions on Use, and Limitations of Liability and Indemnification.
GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of Michigan excluding its principles of conflict of laws. If you decide to take legal action related to this Agreement or the Azimuth Portal, you agree to file such action only in State courts in Oakland County, Michigan, or the United States District Court for the Eastern District of Michigan, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action and further agree that they are a convenient forum for you.
AMENDMENT TO TERMS
Azimuth reserves the right to change the terms and conditions of this Agreement, the Azimuth Client Privacy Policy and any of its other terms, conditions and rules relating to the Azimuth Portal at any time in its sole discretion. Azimuth will notify you of such changes by posting the changes on the Azimuth Portal. You are responsible for regularly reviewing the Azimuth Portal and this Agreement regarding such changes. Continued use of the Azimuth Portal after any such changes have been posted shall constitute your agreement to them.
MISCELLANEOUS
This Agreement and any policies or operating rules posted by us on the Azimuth Portal or in respect to the Azimuth Portal constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of this Agreement or use of the Azimuth Portal. You agree that this Agreement will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
CONTACT US
If you have any questions about this Agreement or the Azimuth Portal, please contact us at:
Azimuth Capital Management
200 E. Long Lake Road, Suite 160
Bloomfield Hills, MI 48404
Phone: (248) 44-4000
Last updated: September 1, 2024